The Insanity of Spider-Man
by JustmeSpidey
Summary: Peter Parker, aka Spider-Man, is an Avenger. How cool is that? Unfortunately, saving NYC from a well-orchestrated evil didn't come without cost. Spider-Man has infuriated vengeful foes in high places, and with his teammates busy with their own missions, Peter is kind of on his own. New rivals, new allies, and new troubles await the teenage hero. Wowza: this is going to be insane.
1. Chapter 1

_Disclaimer: I don't own $#!% &*! *Cap in the distance* "Language!"_

 ** _Well here it is, the 2nd (book?) of my SpideyXAvengers series. If you haven't read The Humanity of Spider-Man yet, please do, or else you will be very confused. Hope you like :D _**

* * *

_Chapter 1_

It was around 2 a.m.. A frigid wind blew that night. The sky was matted with dark clouds that threatened to release their spoils on the sparse pedestrians below.

 _Cold..._

In an alleyway a few blocks down from Avengers Tower, a man was leaning with his back against a building. His head was sunken low into his collar as the leather snapped in the icy breeze. He gripped tight to the cellphone in his hand and spoke in a raspy, hushed tone.

"Are we just calling it quits, then? A perfect plan, flawless in design and years in the making, suddenly brought to ruins by the person who initiated its creation. Pretty damn poetic, don't yah think?"

His breath fogged away from his lips as he spoke, and his eyes darted left and right apprehensively. Only when his boss responded did he allow himself to relax a little.

"Thought so. This organization really lives up to its name, huh? Even when we're all tucked tail and scattered like dogs on the street, a choice few of us still manage to scrounge ourselves back together." Then he gritted his teeth. "Wouldn't have to be like this if we'd just kept quiet long enough for my chimera project to be completed. We basically had all of S.H.I.E.L.D. at our mercy with that stupid 'perfect army, protect the world' BS I fabricated, and all those monsters they whipped up for us would've done the job perfectly. Infected fleabags would've kickstarted an epidemic, sweeping the world with terror in an epic scramble for a cure, only to discover that we alone had the antidote. The entire world would've had no choice but to bow to us. Loyalty or death would've been their only options."

A woman strolled by his hiding spot, causing him to stiffen and flinch closer against the wall. Her heels clicked against the sidewalk, and she passed the alleyway without noticing his shadowy form. When she had gone, he scratched at his scruffy neck and heaved a quiet sigh, hating this feeling of being so exposed.

"Then that Spider-Man showed up out of nowhere with that magic juice and killed everything we worked for. Everything _I_ worked for. I was so close. I'm telling you, I had it. It was there, and that bastard cheated me out of it. I've never felt so screwed over before in my life."

 _It's so, so cold..._

The man balled his fist against the wall. His brow was furrowed, and his fingers were numb. "I know, sir. I understand. It's over. We're too sparse and insolvent to recreate anything on that scale now. But…there is a way for us to begin clawing our way back to our former glory. A way for us to begin our ascension back to the top. We'll have to be decisive about it, though—and cautious. We'd best remain in the shadows until we've uprooted our most problematic adversary.

"It's not only that. This is different. This is personal now. I know we've been targeting the lot of them since this thing's been incepted, but I don't care about the rest of those candy-colored pricks anymore. Not after this.

"No. I don't just want him gone. I want to make him _suffer_ for humiliating us like this. I want to make a statement. I want him _dead_ , and I want it to represent everything that we're about. I want to send a message to this city, and from there, a message to the world. Do you hear me?"

 _I need warmth! I need...I need..._

 _Blood._

"I'm glad you feel the same, boss. And don't worry. When he's gone, the rest of them will follow. I'm sure of it."

The man lifted off the wall and began strolling deeper down the alleyway, his free hand shoved into his pocket. The clouds had broken slightly overhead, allowing the moon to peek through the darkness and light his path in a silvery glow. After a moment, he stopped, and his face broke into a cruel grin. "I'll sort the details out with you later. I'm still in contact with some the scientists who escaped Oscorp, so that should take care of the development issue. I suppose now all we need are the proper candidates…"

It was then that the man felt as though he was being watched. Fear burrowed under his skin like a tick with a sudden tenacity, and he glanced left and right with his hand clasped over his phone's speaker. When he found no one to be there, he released a shaky breath, thinking surely that his paranoia was getting the best of him.

A crash sounded. An avalanche of broken bottles shattered from behind. In a flash, the man whipped around, his heart throbbing in his chest.

Scaling a mountain of garbage bags overflowing from a dumpster was a scrawny stray dog. Its skinny legs shivered as it trekked towards the top, sending bundles of trash tumbling to the ground boisterously. Its nose dug feverishly through the rubbish in search of the slightest morsel to ease its obvious famine. A shallow sigh escaped the man's lips, and he ran his fingers along the brim of his hat nervously.

"Damn doggie just about gave me a heart attack. The nerve of you, sneaking up on a man like me. You ought to be ashamed of yourself."

Upon hearing the voice, the dog turned around to stare at the man clad in dark. It stumbled down from its perch and crept up to him skittishly, eyes dull and dreary and head low to the ground. The man crouched down and extended his hand, causing the animal to flinch before giving his fingers a few experimental sniffs.

"There you go, doggie. I'm not going to hurt you. What's a fellow like you doing out at this hour, anyway? You look like you could use a rest."

The dog lapped at his fingertips, and he gave him a firm scratch on his mangy head. His tail offered a small wag, and the man smiled solemnly.

"You're a lot like us, y'know. All alone, wandering aimlessly, separated from your pack and scavenging for whatever you can in order to stay alive. But listen hear. Don't you worry, my friend: it's beasts like us who survive. We always bounce back with a vengeance. We've done it before, we'll do it again. Don't you fret."

The emaciated creature snorted unsatisfactorily and turned back around, padding up to a ruptured trash bag and resuming his tedious hunt. The man chuckled and rose to his feet once again, smoothing out the front of his coat with his palm. He needed to get back to headquarters before daybreak. The NYPD as well as Fury's men were still after he and the rest of what remained of their people, seeing that only a few of them had managed to escape S.H.I.E.L.D.'s security cleanse after Project Chimera had fallen to pieces. All this sneaking around at night was utterly exhausting, but he knew it would be worth it in the end. After all, even after everything that S.H.I.E.L.D. had uncovered after their archive security had been breached, they still had yet to discover one very important detail...

A sound like fingernails screeching against a chalkboard suddenly met his ears, followed by a terrified yelp that was quickly cut off. The man glanced up in surprise, and his eyes grew wide in alarm.

The dog was gone. Its patchy fur and wiry body were no longer visible. In the place where the animal had once stood sat a pulsating glob of black sludge, which continued to release unearthly shrieks as it struggled to keep its prey contained. Stunned by the sight, the man watched the alien-like creature in horror, his mouth partially agape as it jerked around before him and screamed into the night. The organic oil squirmed sporadically a few moments longer until finally growing calm, and its terrible screeching eventually subsided into a quiet purr of contentment. A bead of fearful sweat slipped from the man's brow.

"What the hell?" he breathed, inching forward cautiously with his nose wrinkled in disgust. The creature was unlike anything he had even seen. It appeared to be some sort of living tar, which moved about fluidly and apparently had a monstrous appetite for flesh. With shivering fingers, he reached beneath his coat and drew a metal sphere, which hummed to life as he activated the switch with his thumb. He stooped down, laid the sphere against the ground, and rolled it towards the feasting mass. The moment the object touched the sludge, an electrified current pulsated from its shimmering form and ensnared the creature in an electric field. The sludge screamed in agony and twitched like a sea of black maggots in an effort to escape the trap, but its attempts were fruitless. The electric net grew smaller and smaller, luring the creature deeper inside the metal sphere, until finally the monster's entire oily form was crammed inside the ball. The electricity ceased, and with a sharp _click_ , the cage sealed, leaving the alleyway quiet once more.

 _Tombstone? You still there?_ the phone garbled in his hand, jarring him from his frozen state. With caution he strode forward and scooped the orb into his hand. He held it in front of his face in wonder, feeling the creature stir against his fingers furiously through the cold metal of its prison. Almost instantly, his fear transformed into tangible and glorious curiosity at the gem he now clutched in his fingertips. What was this strange and ferocious organism? Could it tamed, controlled, or utilized as a weapon? Perhaps step one of his perfect plan to rid the world of that cursed masked vigilante was now sitting right here in the palm of his hand.

Slowly, he lifted the phone to his ear. "I'll meet up with you in a second, sir. I've got something you need to look at."

He nodded absentmindedly, slipping the sphere beneath his clothes once again. He wrapped his coat around himself briskly, giving a shiver as the icy air met his ghostly white skin. He hunched his shoulders, glanced from side to side apprehensively, then held the phone up to his lips. He cupped his hand around his mouth.

In a soft but affirmative whisper, the man spoke:

 _"_ _Hail Hydra."_

Then he hung up.

* * *

 _(Three months later)_

"Say cheese!"

Gwen Stacy glanced up in surprise right as a bright flash went off, leaving her temporarily stunned and causing her to wince.

"Hey!" she exclaimed, giving the perpetrator a shove as he laughed loudly. "What the hell are you trying to do, blind me and give me a heart attack?"

Peter Parker peeked from behind a wide lens and offered her a sheepish grin. "Haha, sorry. Just wanted to test this sucker out on some photo-worthy material. I can see it now, splayed across the front page of The Daily Bugle's next big sell-out: _The Amazing Gwendolyn Stacy: Proprietress of the 'Hottest Girl Alive' Title for the Third Straight Year, Owner of Five Nobel Peace Prizes, and Girlfriend to the Most Handsome Arachnid on the Planet."_

Gwen rolled her eyes and shook her head with her arms crossed against her chest. "Uh huh, you're cute. But the next time you decide to sneak up on me like that, you'll have a knee in your crotch and a face full of pepper spray. Growing up with a policeman for a father has its perks."

Peter chuckled nervously. "I'll make sure to remember that."

"Where did you come from, anyway?" she asked him, stepping closer with her eyebrows raised. The early summer breeze billowed gently through her bright blonde hair, and the warm sunlight beaming from overhead sparkled in her vibrant green irises.

"Camera shop. Finally saved up enough for a new one after my old one got busted during that little incident with Thor a while back. Lesson learned: do not try to teach an Asgardian what a selfie is _nor_ allow him to use your camera in the process. But look, this one's even digital. What do yah think?"

He held up the screen for her to see. She looked somewhat startled in the picture, with her eyes wide and mouth slightly agape, and Gwen giggled quietly.

"The quality's great, but I look like crap." She pushed a hair out of her face and glanced over her shoulder. "Anyways, I gotta get to Oscorp. We just got assigned a new project that I'm really geeked up about, seeing that our company finally got the green light after all that mess from earlier, and my boss will kill me if I'm late. We're looking into some sort of bio-electric technology studies for clean energy production or whatever. You should come by if you get the chance."

She was so beautiful when she was being nerdy. "Sounds cool, but I've got my own job to worry about, and my own murderous boss to keep at bay," he reminded her with a grin, slinging his camera across his torso. "And besides, Tony and I have been looking into that clean energy stuff for months now, and his nuclear arc reactors are a lot more promising than whatever that mad science lab you're work for could concoct."

Gwen snorted amusedly. "Whatever, web-head. See you around, then?"

Peter pecked her on the forehead and grinned like a dork. "Absolutely."

She smiled back bashfully, gazing into his eyes for a moment longer, then let out a giggle and went back to strolling down the street, her steps brisk and purposeful. Peter watched her walk farther and farther away until even he with his advanced vision could no longer distinguish her among the crowds flowing down the walkway, then ran his fingers through his messy brown hair. He allowed himself to grin vacuously for a moment as he stood there, alone on the sidewalk. As dangerous as it was for him to admit it, it seemed that for once in his life things were actually going his way. With his aunt's now stable job as a nurse paired with his meager Bugle salary, their small family was enduring well. Since Uncle Ben had died, the two had been having trouble balancing their income and keeping track of bills, but it seemed that their financial situation was finally stabilizing more or less. To add to his rapture, it was now the summer before his senior year, and Peter had a lot more time on his hands. Although college-searching was becoming an ominously stressful thorn in his side, the majority of his free time was well-spent on being a science nerd alongside Bruce Banner and Tony Stark every now and then, helping his aunt test out a bunch of new baking recipes she was scrounging together to possibly make into a cookbook, and hanging out with the always-astounding Miss Gwen Stacy.

And then there was the whole Spider-Man thing.

Since Peter's near-death experience after stopping the chimera invasion on the city, the small crimes he was foiling nowadays seemed like a walk in the park. Burglars were a breeze, muggers were absolutely pathetic, and your everyday thugs were a yawn to defeat. As he'd grown more accustomed to the powers The Other had bestowed upon him, it now seemed that he arrived home each night with an increasing number of baddies bagged and a declining number of injuries to count. No longer was his body constantly embellished with purpling bruises, jagged scrapes, or bloody lacerations, and no longer did his enemies view him as a just a skinny kid in spandex, but rather a force to be reckoned with. Peter couldn't be more satisfied, and while his aunt was still uneasy about his late-night endeavors as a masked vigilante, she nonetheless expressed her support for him with hesitant enthusiasm. What, he wondered, could possibly bring him down from the exhilarating thrill ride that his life had become?

Then Peter turned around to face the opposite direction. The sinister building loomed in the distance, seemingly overshadowed by a dark cloud despite the clear blue sky that beamed from above, and he let out a sigh. There was, to his dismay, one obnoxiously alliterated name that always insisted on being the rain to his happy parade. He really hoped that this time wasn't going to be as bad as the last.

 _"_ _Parker!"_

Peter visibly flinched the moment he stepped out of the elevator. His fingers curled rigidly at his sides, and he hunched his shoulders defensively. After taking a second to muscle up some courage, he hesitantly raised his gaze to meet the stony glare of his boss across the room. The man's eyes were like daggers, piercing through the wave of hurried newspaper employees darting back and forth between them with terrifying sharpness, and his lips were curled back into a disapproving snarl. Between his teeth sat a hefty cigar that smoldered and sprinkled his desk with ash. His fingers drummed aggressively against the dusty wood, and his nostrils flared in disgust.

"Where the devil have you been, boy?"

"Mr. Jameson, I—"

"I told you you had twenty-four hours to show up here with something besides the usual asswipe garbage you bring me on a regular basis. _Twenty-four hours._ It's five minutes past two. You're damn well overdue, boy. Unless you have pictures that will blow this town out of the water, you'd best just waltz right back out that door and never show your miserable face in here again while I'm still in a decent mood."

Peter suppressed a snort. _Wow, only a passive-aggressive threat this time. Wonder if he's on some new medication._ Then he shook his head dismissively and marched forward. "Yes sir. I mean, yes, I do sir." He produced a deck of photographs from his pocket and spread them across the desk for him to see. "Well, I have some from earlier this week that I forgot to show you. There are some pretty good ones in there, I think."

J. Jonah Jameson stared up at Peter, glanced down at the pictures, then stared back up at Peter again. "You're joking. _Tell_ me you're joking. I told you get me pictures in twenty-four hours. Fresh, current, _newsworthy_ pictures. I did not tell you to recycle some crap you had shoved under the desk from last week after having been dancing on thin ice with my patience for the past four months!"

Peter scratched the back of his head nervously. "Well sir, I, um, I sorta broke my camera last week, and the camera store didn't open until this morning, so there was really nothing I could've done in time to—"

"Nothing you could've done? _Nothing you could've done?_ I'll tell you what you could've done, boy! You could've been combing every inch of this city looking for that useless web-crawler and snapping some pics of his red and blue ass for my front page news story before having the _gall_ to come into my office without a single useable photograph to your name!"

Peter could feel the entire room staring at the back of his perspiring neck, half of them pitying the poor teenager and the other half snickering at his pathetic floundering. He swallowed laboriously.

"Please, Mr. Jameson, if you could just give me one more chance, I promise I will—"

"No!" the man interjected, practically chomping his cigar in half as he shot from his chair. "No more second chances! No more empty promises or pathetic excuses from your scum-sucking lips! You're _fired!_ F-I-R-E-D! Now get out of face, out of my office, and out of sight for the rest of your damn life! _Got it?!"_

Peter stared helplessly at the fuming man who stood before him, watching the veins on his neck throb furiously. The room had gone painfully quiet besides the rhythmic tapping of fingertips against keyboards. Seeing clearly that there was no appealing to his less-than-miniscule better nature this time around, Peter sighed defeatedly, gathered his pictures into a messy jumble, shoved them into his pocket, and began the long trek of shame back to the elevator. Within moments, the office returned to its usual chaotic thunder, and Peter grew increasingly embarrassed with every dejected step. What a rotten turn of events this was. Now he'd have to go return his fancy new camera, and he seriously doubted the salesman would refund him in full. And he was now officially unemployed. How was he going to explain this one to Aunt May? Jameson was such an ass.

Once he reached the unwelcoming doors, he jammed his thumb against the button and waited miserably with his hands shoved in his pockets. Although it stung, he was vaguely glad to be rid of jolly ol' Jonah once and for all. At the very least, his elevated blood pressure from being beneath the man's deadly glare might be temporarily lowered.

That's when Peter felt his spidey sense suddenly buzz inside his skull, and a gasp from an employee by the window erupted simultaneously.

"Mr. J!" the man cried, gawking down at the street below. "There's something down there! It looks like—like a man! A man in some kind of _super-_ _suit,_ shooting beams from his hands!"

"What, you mean Iron Man?" Jameson snorted, crossing his legs casually and holding his cigar between his fingers. "Old news, bud."

"No! Not Iron Man! He's—he's dressed in all yellow. And he's attacking civilians!"

Peter's eyes grew wide. His sensitive ears picked up an eddy of people screaming, and a sound like a bomb going off rang out repeatedly. Jameson blinked in surprise, then slowly rose to his feet. After a long and tense moment, he carefully turned to stare at Peter, who was still standing rigidly across the room. He wrinkled his nose into a frustrated scowl, and threw his hands up in disbelief.

"Well, what are you waiting for, Parker?" he bellowed, crushing the butt of his cigar against his desk. "Redemption time! Go get me some dominants that will shatter our sale records, and maybe I'll reconsider your termination." He whipped to the left, jamming his pointer finger at a young man sitting in a chair with a pen and notepad in his hand whom Peter did not recognize, who stiffened beneath Jameson's fiery glare. "And _you!_ Newbie! You wanted to interview for a job here, huh? Well, here's your audition: go down there and gather enough juice to write a front-page news report to pair with Parker's crap photos of this psycho in action, and the job is yours. Now both of you wailing infants get out of my sight, _now!"_

Peter Parker and the other flustered teen shared a mutual look of panic paired with jittery excitement. Then the elevator doors pinged jubilantly from behind, and Peter slipped through them as soon as they slid open. Jarred into action, the young man stood from his seat and offered the grumpy man a frantic nod. "Yes sir, thank you sir!" he exclaimed with haste, then sped across the room, dropping a few sheets of paper along the way. He was surprised to see that the other guy was holding the door open for him, and he scrambled into the elevator as quickly as he could. Peter moved his hand and pressed the "close door" switch, slammed his fist against the button that read "bottom floor," and the two began their slow descent back down to Earth.

It became noticeably quiet all of sudden, punctuated only by the blonde teen on his left as he fought to catch his breath. Peter realized that he wouldn't be able to change into his Spider-Man costume with this guy in the elevator with him, and hoped he could slip away somewhere once they were out on the street. He shifted about for a moment, examining his shoes and feeling a bit uncomfortable in the deafening silence, when to his surprise the young man spoke.

"Is he always that angry?" he asked cautiously, laying his notepad against his side and puffing out his cheeks. "I thought he was going to throw you out the window or something."

Peter chuckled exasperatedly. "Who, Jameson? Nah. What, he didn't strike you as the absolute _embodiment_ of happiness and rainbows? You've got a lot of learning to do my friend."

The boy laughed softly. "Guess so. What'd yah do that made him so pissed at you, bro?"

"The dude's hellbent on convincing the world that Spider-Man's a menace to society," Peter grumbled, holding up his camera, "and I'm saddled with having to provide his lies with photographic evidence, which I wasn't able to bring him in time."

"Your job sounds a lot more difficult than mine," he noted as he twirled the pen between his fingers. "If you can't find a subject to snap pictures of, then you're outta luck, right? And I'd imagine that spider guy's not the most cooperative model out there." He grinned slyly. "At least as a reporter you can bend the truth a little and make any old run-of-the-muck affair sound newsworthy, with the right amount of fluff and exaggeration."

"Looks like I'm in the wrong business," he chuckled, then shrugged his shoulders, "although there's always photoshop."

The young man crossed his arms and leaned against the wall. "Well, I'd say the two of us are in the same sinking ship, bro. Why don't we have each other's backs in this, you and me? I really need this job, and I assume you're in deep just the same. I'll have yours and you'll have mine. We'll be like a team against the jolly dictator Jameson. What do yah say, bro?"

Peter stared at the young man beside him in vague surprise. The teen was tall for his age with broad shoulders and a strong build. He had sandy blonde hair smoothed back casually and a sharp jawline. He probably would've been intimidating if it weren't for his friendly blue eyes and welcoming grin. After coming to his senses, Peter smiled back at him with equal enthusiasm.

"Sounds awesome, _bro,_ " he replied with a chuckle, and held out his hand. "I'm Peter Parker, by the way."

The teen clasped his hand in his and gave it a firm shake. He clapped Peter on the shoulder a few times to follow, almost knocking him off balance, and spread a grin wide across his face.

"Nice to meet yah, bro. I'm Eddie. Eddie Brock."

* * *

 ** _Soooo what do yah think? Literally all the college searching crap Pete is going through in my story is EXACTLY what I'm going through right now (2 more weeks of junior year!), so it's very easy to write about. Man, it feels cool to be on here again. It feels like it's been forever. :,) *sniff* anyhoo yep there it is no promises to when I'll post the rest of it but when I do it'll probably be when I'm pretty much finished so I can do all the chappies quick repetition. For real though, any critisms or suggestions are sooo much appreciated :D Later gators_**


	2. Chapter 2

_Disclaimer: if ownly if ownly I owned stuff. I don't though so poop_

 ** _Me again :D I'm posting another chapter cuz GUESS WHAT GUYS IT'S SUMMER WHOOP WHOOP! I figured this would be a fun way to kick it off. The only reason I'm so hesitant to post more chapters is because I'm sorta_** ** _developing the plot as I go and I don't like having to go back to chapters I've already posted and changing stuff to fit with the future plot, y'know? I'm just a spazz I guess haha. Anyhoo, yeah, here you go. :)_**

* * *

 _Chapter 2_

Tony Stark was hard at work in his man cave. He sat at his workbench, a blowtorch in his hand and a welding mask hiding his face. Sparks spouted from his masterpiece. He watched two red-hot beads of metal fuse together, then sat back in his chair with a huff. He lifted up his mask and wiped his damp forehead, then dropped the torch and held out his hand.

"Pass me that ball pein hammer, would you Pete?"

When nothing happened, he glanced to his left in surprise, and found nothing there but empty space. After a moment, he heard someone from across the room chuckle softly.

"The kid isn't here, Stark," Banner reminded him with a snort, tapping on a piece of crystal experimentally. "Remember? You kicked him out last week because you said you were working on something, in quote, 'super top secrety'."

Tony laughed under his breath. "Oh, right. Aw _man._ Now I don't have a little slave at the mercy of my bidding. How will I ever get anything done?"

A weight suddenly fell into his still-outstretched hand, which he barely managed to grasp in startled surprise. Stark glanced up and found that a tall, clunky robot, one of the first he'd ever made, had rolled up beside him. The robot itself was basically one long arm with a claw for grabbing on the end attached to a mobile base. In Tony's hand sat the hammer he had requested. The robot released an inquisitive little whistle, as if it was asking for approval from its master.

"Ah. Couldn't forget about you, Dum-E. You'll always be my original slave." He examined the hammer and gave the robot a pat. "Good boy."

The robot trilled gleefully and rolled away.

"So what _are_ you working on, anyway?" Bruce asked without looking up from his project. "And why can't Peter help you with it?"

Stark tapped the hammer against the malleable material with care, a grin playing along his lips. "It's a surprise."

At this, Banner rolled his eyes. "For real, Stark? If I remember correctly, your last attempt to surprise someone didn't exactly work out. Well, I never asked her, but I would assume that Ms. Potts was not _abundantly_ thrilled about that huge stuffed rodent you had installed in her living room back in Malibu."

"It was a _giant bunny,_ and she absolutely _adored_ it. Until my house blew up and it sunk to the bottom of the bay." He scooped up a rag from the table and wiped off his grimy hands and glistening forehead. "But anyway, _trust_ me—this is much better than that surprise."

"I don't think anything you could add to those ridiculous suits of yours could make them any more surprising than they already are," Bruce remarked dubiously.

Stark shot him a mischievous smirk that immediately made Banner regret his words. He feared that challenging the labyrinthian mind of the great Tony Stark to such a feat would cause him to do something terrifyingly ridiculous, like installing a canon that fired flaming tacos from his forehead or something. He wouldn't put it past him. But after a moment, Tony simply shrugged and went back to work, his welding mask flipping back over his face.

"We'll see about that, Brucey. We'll see."

A moment later, the phone rang. It buzzed above the sound of their work as a continuous, obnoxious drawl. _Shall I get that for you, sir?_ Jarvis asked him, and Stark murmured a passive "sure" in response.

 _Stark, Banner, you both there?_ a very serious voice spoke above their heads immediately after being clicked on. It was the iconic voice of Agent Phil Coulson, although he was sporting a startlingly icy tone. Both men shared a glance before answering.

"Yes, we're here. What's up?"

Coulson didn't waste a moment. His response made them both tense up in alarm.

 _I need both of you here right now. Anyone else if they're there too. This is a 7th level situation. An old enemy has resurfaced again._

* * *

The elevator finally reached the bottom floor, and the two Bugle employees rushed through the doors and sped out of the building. Out on the street, the two stopped dead in their tracks, eyes wide in disbelief. People were flying past them in an absolute frenzy, screaming and panicking and glancing fearfully over their shoulders as they fled from the scene. Buildings were crumbling into piles of pulverized brick and twisted metal, spitting fumes of dusty debris as they fell prostrate. In the center of everything stood the cause of all the chaos, who was firing pulses of energy from a pair of strange devices attached to his fists. Even from the distance he stood at, Peter could hear the man laughing jubilantly as he blasted a gas station with his weaponized gloves, causing the entire lot to explode and a pillar of fire to bloom into the sky. Peter clutched on to his camera, glancing left and right with potent anxiety.

"I, um, I'll—" Peter stuttered frantically, eyeing an abandoned drug store across the street. "I have to get a better angle. You—just—don't die. Get somewhere safe. Interview someone or something. I'll meet up with you later!" With that, he sprinted across the road, feet pounding against the black pavement.

" _What?_ Bro! W-wait a minute!"

Peter ignored him. He couldn't protect anybody as timid little Peter Parker—not without suffering an identity crisis, anyway, and the only way to solve that was to find a makeshift dressing room for an inconspicuous costume change. What he wouldn't give for a handy-dandy phone booth right now.

He leapt over a fallen trashcan and shoved himself through the busted doors of the store, grimacing as a jagged shard of glass grazed his shoulder before he managed to slip inside. The room he entered was in total disarray, with shelves collapsed on the floor, goods spilled across the tile, and broken lights sparking from above. Thankfully, no one else was inside. Shattered glass crackled underfoot as Peter sped briskly across the store and scrambled behind the counter, dropping to the floor as he flipped off his shoes and pulled his T-shirt up over his head. He reached into his pocket, retrieved his mask and gloves, and squirmed out of his skinny jeans in a jiffy. Underneath he wore his iconic red and blue spandex suit, which he'd made a habit of sporting beneath his street clothes. On went his gloves and mask, and he caught a glimpse of himself in the reflective surface of a metal cabinet. He grinned satisfactorily. This guy was seriously going to regret ever trying to mess with his city.

Spider-Man stole through the store and popped open a back window. He squeezed his lanky body through and dangled above the ground by one hand, his sticky fingers supporting his entire weight with ease. Before crawling up and away, however, a realization struck him, and he turned around and aimed his wrist back inside the empty store. Peter pressed his two middle fingers against the center of his palm, and a strand of organic webbing zipped from his skin, accelerated rapidly as it travelled through his web-shooters, and splattered against his camera that still sat on the counter. He whipped it into his hand and wrapped it around his shoulder, then began scaling the wall swiftly.

Peter rounded the crown of the store and sprinted across the roof, crouching low to the concrete when he reached the opposing edge. Down on the street, the psychotic man was still enjoying his sporadic incursion on the city as he released blasts of compressed air every which way from his gauntlets. The blasts shattered the windows of a nearby bakery and turned its stone body into a heap of chalky rubble. Peter swung his camera off his back and stuck it to the wall high above the scene. While protecting people from baddies was his top priority, using this situation to possibly save his slippery photographer job was an opportunity he couldn't pass up. He set his camera on continuous self-shooter mode, webbed it in place, then glanced back down below. The man's hands had dropped to his sides, and he stared across his circumference of destruction, appearing somewhat displeased.

"Where you at, bug?" he suddenly cried out, balling up his gloved fists. "Boss said all's I had to do was cause a lil' ruckus and you'd come crawling right out lickety-split. So where are yah then, huh?"

At this Peter narrowed his eyes behind his mask. _Wait a minute,_ he thought confusedly. _Did he say 'bug'? As in, me? As in, another idiot mistaking arachnids for insects?_

Was this guy trying specifically to draw Spider-Man out to fight him? _That_ was his motive for causing all this destruction? Seemed kinda suspicious—that or just arrogantly stupid. Then he shook his head and dropped his body low against the roof. He'd worry about that later— _after_ he pummeled his ass.

"Hello, kind sir!" Spider-Man called back, leaping off the building and landing on the pavement just behind the man. The criminal whipped around rapidly, his eyes widening in surprise, and Peter grimaced. "Or, geez, should I say, _yellow,_ kind sir. I mean, _wow_ , don't you think trashing the city with those explosive gauntlet things is showboaty enough? No need to dress like a damn highlighter because you're feeling a little attention-starved. Childish man, just childish."

Out of all of his bizarre battles and quirky quarrels, Peter had never run into anyone like this guy before. He was wearing what appeared to be a suit made of bright yellow quilt with red paneling on his midsection and arms. His entire body and face were concealed inside the costume, with the only part of him visible being his eyes behind a pair of translucent green goggles. Peter felt a sharp pang of second-hand embarrassment for the man and whoever was deciding his sickeningly gaudy wardrobe.

"Ah, now there yah are," the man finally said in his thick southern accent, forcing his rigid shoulders to relax. "What took you so long, bug?"

"If we're being honest, I kinda thought the day was over with, so I was actually heading home. But then I saw this glaring bright light, so radiant and sparkly that I surely thought the sun was coming back up! That's when I came here and found you, my friend. Do tell me where I can find that hideous fabric you're wearing, 'cause I could really use it to lure the moths off my front porch at night."

The man glared at him irritably. "Damn. Them boys told me you was obnoxious, but they didn't say it was _this_ bad." He held his fist up in front of his face, his eyes locked fiercely on Peter's skinny form. "Anyways, enough gab. I wasn't hired to bicker with yah, now was I?"

"Well, I wouldn't know," Peter replied suspiciously, suddenly very curious. "Hired, huh? Do enlighten me: what _were_ you hired to do, and by who, exactly?"

"Now that ain't none of your business, is it?" the man stated quickly, acknowledging the mistake he'd made in saying that, and assumed a firm stance in the center of the road. Then he raised his hand forward, and a strange pulsing noise garbled from his gauntlet. Immediately, and somewhat to his surprise, Peter's spidey sense erupted inside his head, and his body went stiff.

"But unfortunately, bug, _you_ are _my_ business."

A concentrated blast fired from his fist and flew at Spider-Man with incredible speed. Startled, Peter leapt to the right just before the air blast could strike him and felt it whoosh past his body as he rolled along the ground. A crash sounded from behind him, and yet another building was brought to ruins from the man's destructive onslaught. Peter hopped into a low crouch, frowning a bit, and glared across the way at the man who now stood clearly smirking beneath his mask.

"My, are you troublesome," Peter noted, rising cautiously to his feet. "What sort of business are you referring to, anyway? Mercenary work? 'Cause with that accent, I was convinced you were one of those rodeo clowns from the traveling freak circus."

"You wish, bug," he barked, adding his left hand to the equation. The two gauntlets began firing off in rapid succession, and Peter had to hop about like he was dancing on hot coals to keep from being knocked off his feet. He sprung into the air and fired a glob of webbing at his enemy's face, which slapped across his goggles and rendered him temporarily blinded. Landing quickly, Spider-Man bolted across the street and tackled the man to the ground, causing him to grunt in surprise as they slid against the pavement. Once stopped, Peter held him down by his shoulders, his enhanced strength allowing him to keep him restrained quite easily.

"Well then," Peter said smugly, webbing the man's arms to ground with fluid from his wrists. "You know what my business is, mister? Putting reckless bastards like you in their place. Which just so happens to be behind bars in a cozy little prison cell." He followed by coating his legs in webbing as he spoke. "I'd call New York's finest to come and get you, but I'm pretty sure they'll be here soon enough, if the fashion police don't beat them to it, that is. Seriously, your whole getup literally screams _arrest me_ —as to how many violations you've committed, I couldn't put a number on it. It probably includes a few traffic laws. But hey, look on the bright side: maybe they'll let you work off your parole if you stand out by New York Harbor at night. You could be a volunteer lighthouse! Sounds like a pretty good deal in my opinion, wouldn't you agree—?"

All of sudden, his quippage roll was cut off by a jarring pain that throbbed throughout his whole body. A feeling like he was being struck with a shockwave rippled inside him, seemingly radiating from the suit the man was wearing, and Peter was flung backwards. Spider-Man fell hard against the concrete, his brain rattling inside his skull and his swirling vision fighting to refocus on the world around him. Black dots flickered in the sky above, and he tried to blink them away with little success. Gritting together his teeth, Peter sluggishly raised himself upright, clutching his head in his hand and groaning.

"Wh...what the hell?" he sputtered, squeezing his eyes shut as he tried to rise to his feet. "What did you just...?"

"Vibro-shock weapons technology," his adversary explained to him, wiping off the webbing still clinging to his arms effortlessly as he stood and strolled towards him, "developed by yours truly, and upgraded even more so by a higher power I'd best keep to myself. Quite a shock to the system, ain't it?" His eyes exuded a hostile eagerness, and he aimed his hand at a still half-dazed Spidey. "That's why them boys labeled me as such. Name's Shocker, bug, and don't go forgetting it."

Before he could blink, the strange pulsing noise sounded from his gauntlets again, and Peter's hazy eyes had barely registered the air blast that was zipping straight towards him before he felt it slam into his body. With a choked gasp, Spider-Man flew backwards and crashed into a brick wall, the wind knocked from his lungs and the impact leaving him stunned as he slid to the ground. A coughing fit seized him, and he bent over himself with a hand gripping his stomach, feeling as though he'd just been plowed into by a truck. _Holy freaking crap,_ he thought in agony, fighting not to puke up his guts as he laid shivering on the ground. _It feels like my insides have been crushed or something. What the hell did those gauntlets do to me?_

"You should really be flattered by all the attention you're getting, bug," the man jeered, advancing on him evermore with both his fists poised to fire again at any moment. "All this fantastic tech, created just for the job of dealing with you."

"Aww, really? You shouldn't have," he managed to mutter out between coughs as he dragged himself to his feet, relying heavily on the wall to keep himself upright. "For future reference, chocolates and flowers work all the same. But do tell me: who's so intimidated to meet little ol' Spidey themselves that they sent you to do all their dirty work?"

Shocker fired another blast at his crumpled form, and Peter instinctually leapt high on to the wall, feeling the impact strike the brick beneath him and send quakes across the entire building.

"I told you, that ain't none of your business," he growled, shooting off more and more air blasts that peppered the wall with craters. "Now hold still so I's can squash yah."

Peter ducked and dodged frantically, feeling splinters of brick sting him from every which way, until he leapt off the sideways surface and flung himself over his adversary, who continued to fire his weaponized gloves in a relentless wave. As he flew, Spider-Man shot a web-line between his feet that latched on to Shocker's gauntlet, and he attempted to launch him across the street with the power of his forward momentum at his advantage. But Shocker simply vibrated his gauntlet with a click of his thumb, and the webbing fell away from his hand uselessly.

"Nice try, bug," he laughed, firing off another shock blast that met Peter's knee midair, "but my buddies studied up on you long and hard, you see. Ain't nothing you do that they don't know about, and ain't nothing you do I haven't prepared for."

Peter cried out in pain as he fell to the ground, a terrible ache shooting through his entire leg that bruised his muscles and drilled his bones. He struck the pavement hard and rolled along the street aways, the flesh of his back becoming arrayed with scrapes from the unforgiving asphalt. He was battling back against an unfamiliar fatigue, one he hadn't felt in a long time, and the sensation aggravated him immensely. He forced himself to his feet, having yet to fully recover, and leered across the road at his adversary, huffing out a breath and coiling his hands into fists. Despite the limp he now suffered, Spider-Man darted straight at the lemony-looking man, locked his legs out in front of his body, and slammed his feet into Shocker's chest with tremendous power. To his dismay, however, the man's suit seemed to completely absorb the force of his attack, and Shocker only stumbled back a few steps as Peter flipped backwards and landed low to the ground. Hoping to strike him as he was still off-balance, Spider-Man rushed Shocker and connected a strong punch against his cheek. No use: the suit rebounded the force of his fist back into his hand, causing a biting pain to jar his knuckles. He swung his leg around and landed a roundhouse kick right into his gut. The ricochet phenomena happened again, and his heel throbbed with the pain of his own attack. It was as if the Shocker's suit was surrounded by a forcefield of some sort, fabricated from the shockwaves the fabric released to keep his gauntlets from recoiling back on himself. The costume was designed to repel any incoming force, including those of his enemies, rendering all of Peter's attacks useless. Furiously, Spider-Man fired a web-line at Shocker's shoulder and yanked his body forward as he flew at him with his fist cocked back, aiming to slug his square between the eyes. Shocker was ready, however, and released a pulse of energy from his suit, sending Peter bouncing backwards with a yelp.

"Keep trying that, why don't yah," Shocker mocked him, jamming his fist forward. "I'm sure it'll work eventually."

Before he could reclaim equilibrium, another foreboding hum rang out, and Peter was struck once again with the incredible force of an air blast crashing into his ribcage. The attack had been from a much closer range, and Peter was flung all the way across the street. After reuniting with the ground, he felt his back slam into something cold and metal, which popped his spine and made his head snap back painfully. Moaning, Spider-Man's body sunk limply against the curb, his arms lying out at his sides and his head still resting against the metal object behind him. "D-dammit," he breathed, growing exceedingly frustrated. This was _humiliating_. He hadn't suffered a beating like this in ages. For the last four or five months, Spidey had defeated every baddie he'd run into without a hitch, sometimes foiling over six crimes in one night. Granted, those morons were just petty thieves and purse-snatchers who didn't stand a chance against the infamous web-crawler, while this guy appeared to be some kind of ridiculous hitman suited solely for the purpose of whooping his ass, but that didn't make him feel anymore okay with the situation. He was most definitely not in the mood to present Jameson with a bunch of photos of Spider-Man getting his ass handed to him by a man dressed like a luminescent banana. He had a reputation to uphold, not just with New York's civilian population, but with all the crooks out there who might consider messing with his city after watching him be beat in such an embarrassing fashion.

With new determination, Peter struggled to sit up, clawing at the curb and groaning as stabbing pains shot through his leg and abdomen. He reached out in front of himself to find more purchase, when his hand bumped into the cold object he had fallen against. He lifted his gaze, and discovered it to be a fire hydrant. His fingers curled around the barrel as he managed to stand unsteadily, and a cruel laugh sounded from behind him.

"Alright, enough toying with yah," Shocker sneered, charging up his gauntlets as he marched towards Spider-Man. "You've been a spritely little varmint to tangle with, but it's 'bout time you was made roadkill."

"Really? That was toying?" Peter grumbled, gripping his chest and breathing heavily as he bent over the fire hydrant. He had to buy himself some time to think. "Well, now I know what a day in the life of a bowling pin feels like. Thanks for that. Hope it was entertaining for you, although I doubt whoever you're working for is appreciating your lack of urgency."

"Ain't nothing wrong with having a little fun on the job, as long as you get it done in the end." Shocker aimed his whirring gauntlets at a panting Spider-Man, setting off Peter's spidey sense and making him cringe. "And I believe it's about time I finished mine."

"So soon?" Spider-Man inquired, hopping behind the fire hydrant and stooping low to the ground. "Come on, man. We only just met! You can't judge a guy on a first-impression basis like that. I can be surprising likable, if you take the time to get to know me. And you can't do that if you up and kill me right now, you know?" He cocked his head to the side nervously. "So what do yah say? Dinner at my place?"

"I say _shut the hell up_ and stop hiding like a coward," he spat, his gauntlets radiating with energy. "You're dying, bug, right here and now. Might as well make it honorable and face it like a man, if yah have that in yah."

Peter stroked his chin in thought. "You're right, you're right. Too formal." He curled his hands around the barrel of the fire hydrant. "You're far too zesty for that sort of thing. I'd say the pair of us need a nice night out on the town together, then. Dance clubs, good music, overpriced Italian food—"

Peter dug his fingers into the red metal, and the hydrant crumpled like tin foil beneath his powerful grip.

"—but most of all—"

With one quick jerk, Spider-Man bent the fire hydrant backwards, releasing a torrent of pressurized water straight at Shocker.

"—I think you seriously need a _drink!"_

Before he could react, Shocker was blasted back by the powerful spray, gurgling out a strangled wail of shock as he slid on his heels. For the first few moments, he was able to fend off the jetting water with strong vibrations from his gauntlets, and Peter's plan appeared as yet another fluke. Before long, however, the water penetrated inside the gauntlet's mechanics, and sparks of electricity began to snake from his fists. Shocker let out a gasp, and with a defeated buzz, his weaponized gloves short-circuited, and he was instantly thrown back beneath the full power of the pounding spout. He flew across the street before skidding to a stop, sputtering in a lonely puddle as his broken gauntlets powered down uselessly. The remainder of the totaled fire hydrant tore away from the concrete as water gushed outwards, redirecting the geyser vertically and showering the road in a heavy rain. Breathing laboriously, Spider-Man trudged across the street and loomed over his downed enemy, who lied in a motionless daze. Water from above drizzled over them both, and Peter hinted a grin.

"That one's on the house. Courtesy of your friendly neighborhood Spider-Man."

Police sirens howled in the distance, and Peter crushed Shocker's already broken gauntlets with a few quick punches before sealing him against the street in a snuggly cocoon of webbing. He didn't want to risk a cop getting a face-full of vibro-shock.

"That outta hold you. I gotta thank you for the work-out, but I think you've done enough damage for one day. Mostly to my internal organs." He glanced over his shoulder, marveling in the heavy downpour that soaked through his suit and cooled his sweaty skin, watching as the arched spout caught the glint of the sun and spread a rainbow across the sky. He noticed that a few straggling people still outlined the battlefield, eyes wide and mouths agape. Some of them were lying injured on the ground. The block was a mess from the Shocker's destruction, and Peter's smirk quickly faded.

"For real though, _Shocker._ I don't know what you were trying to prove with all of that, or who the hell is paying you to try and kill me, but the pair of you need to chill. I understand you have attention issues and think throwing a tantrum will make you feel better, but innocent people are getting caught in the wake of it. Both of you best lay off and behave yourselves, 'cause I promise you'll regret it if you don't." Then Peter chuckled. "Well, I guess you do already. Forgot about the whole 'life in prison' deal you've locked yourself into now." He leaned over his fallen enemy with his hands on his hips, his voice dropping into a threatening whisper. "So why don't you tell me your employer buddy's name now so I can pay him a visit and settle this thing once and for all? You've got nothing to lose, anyway—besides your front teeth."

The man coughed a few times through the fabric of his suit, an incoherent murmur of pain slipping between his lips. His eyes slitted open behind his goggles, which now had cracks snaking throughout the transparent glass. Fury boiled behind his pupils, threatening to burn clean through Peter's masked face, but after a few moments, it slowly melted away, replaced by an eerie and arrogant collectiveness.

"You s-stupid bug..." he wheezed out, his chest popping up and down as he half-laughed, half-choked on the ground. "You really think...it's just _two_ of us?"

Peter stood silent for a moment, unresponsive. Absently he rubbed at his chin, then gave a carless shrug.

"Well, um, I mean, I kinda assumed—"

 _Spidey sense._ It struck him with a sudden tenacity, and out of sheer reactive instinct he sprung away from Shocker and dropped to the pavement, muscles coiled beneath his skin.

Right as he'd leapt backwards, something had swooped low from above, passing a shadow across the asphalt as it rocketed just above his head. The object zipped past Shocker's trapped body, extending what looked like a giant wing down almost to the ground and slicing through Peter's webbing. Twice it did this, and with a powerful twist Shocker tore himself free of his spidery bonds and was on his feet, leering at a speechless Peter from across the road with a smug glint in his eye.

"Reckon you're the one regretting now, bug," he jeered, clutching his chest and standing unsteadily, still clearly in pain. "I'll be sure to have a nice, long talk about you with the boss. Don't you worry."

Coming to his senses, Spider-Man shook his head and darted straight for Shocker. "You _son of a_ —"

He was too late. The flying bird whatever-the-hell-it-was shot down from the sky, scooped up Shocker by the armpits, and zipped straight back into the air. Cursing, Peter leapt upwards and fired multiple web-cables from his wrists, hoping that one would snag on to his two ascending enemies, but the pair of them were high into the clouds far out of reach within seconds. Off they vanished behind a wall of misty white, and Peter fell back to the ground, hands dropping to his sides, eyes wide and mouth slightly agape.

He couldn't believe it. He'd let that bastard get away.

As he stood idly in the center of the street, gripping his throbbing stomach and marveling at his own idiocy, a tumult of police sirens came flying to the scene from behind him, and he cringed irritably. _A little tardy to the party, aren't we?_

Once parked in a messy jumble, eight men in blue stepped out of their cars, armed and poised for action, only to find before them a demolished street block and a roughed-up Spidey standing in the road, and no apprehended baddies. They lowered their weapons confusedly.

"What happened here?" one of them called out, striding towards Peter with the rest of his crew trailing behind him cautiously. "We heard there was some psycho blowing up the street out here. Where's he at? Did you nab him, Spidey?"

Peter rubbed at his belly sorely. "No. I—I don't know," he admitted, glancing back up at the empty skies. "I had him beat, but some other thing showed up and flew off with him. I don't know who or what it was, but it escaped with them both. He got away."

"Got away?" a mustachioed cop in the back of the formation blurted out in disbelief, sweeping his gaze across the pulverized landscape. "After all this, you let him escape? Damn, what the hell are you good for? I told you this _idiot_ couldn't be trusted."

At this Peter became livid, and he whipped around. "Seriously, dude?I'm not the one who took four billion years to get here. I had him all webbed up about five seconds before you guys arrived, until his flying friend suddenly showed up and snatched him away. I've never dealt with someone like this before. Sorry I couldn't keep the nutcase restrained long enough for you all to drag your asses here in time."

"I can't _believe_ the higher-ups still think you're some kind of hero," he shouted back, gripping his gun tightly in his fist. "You're just some faceless freak who claims to be on our side. For all we know, you just _let_ him get away." The jerk-faced cop glanced left and right at his colleagues, who flanked him on either side. "Perhaps Spidey's gotten bored with the heroics and has decided to use his powers for something more self-beneficiary. What do yah say, boys? You still buy his charade? I for one _do not_ , and think we should finish off this nobody once and for all."

To Peter's shock, the other policemen shared looks of uncertainty, as if what he was saying was actually something _debatable_. They fingered their weapons nervously, and the air became taut with tension. At his sides Peter's hands balled furiously, and his teeth gritted together in his mouth.

 _Do these assholes have_ any _idea how much I've sacrificed to—_

"Alright, Robert, that's enough," the chief finally snapped over his shoulder, forcing the man's gun down with a rough shove. "You forget your place. Keep your trap shut and quit trying to stir up trouble, or I'll report you to the commanders." He turned back to Spider-Man, who was still locked in a defensive-looking stance. "Obviously this guy is dangerous if he managed to get away from you, Spider-Man. I'll deploy a search team across the city to find him, and then we'll—"

"I'll find him," Peter interjected bitterly, turning on his heels and marching away from the cluster of policemen. "He's too dangerous for any of you to handle. I don't want anyone else getting hurt. Shocker is mine to take care of, alright? Just stay out of my way." Then he paused for a moment, not looking back. "There are still some injured people around here that need help. You worry about seeing to them."

Before the policemen could object, Spider-Man fired a web strand at the crest of the drug store building, flipped himself on to the dusty brick, and crawled up to the roof, out of anyone's sight. He made a beeline across the neighboring rooftops, his footsteps soft and fleet. As he vaulted across the void between two opposing buildings, he couldn't shrug the anger swimming through his blood. Those policemen were morons. How could they still think Spidey was anything but their friendly neighborhood crime-stopper? He supposed he would always have naysayers, no matter how much good he did…

Then something occurred to him, and he slammed on his brakes. _The Bugle! My pictures! Oh crap!_

Peter whirled around, leapt off the roof, and brachiated back the way he had come. Making sure the police officers had dismissed him as departed, he grabbed his clothes out of the drug store, snatched up his camera, and disappeared back into the shadows.

On his way back to the Bugle, swinging high above the bustling streets, Spider-Man released a defeated sigh.

 _Wonder if Eddie is having better luck than I am._

* * *

 _ **I guess it's pretty dadgum obvious-I'm getting A LOT of inspiration for this story from the Spectacular Spider-Man cartoon. In reality it's going to be a big hodgepodge of everything Spidey that I enjoy the most (now including comics cuz I've finally started reading them yippie!). So yep, there's that. Yay summer and more chappies soon to come!**_

 _ **...On a side note, I'm so excited for Spider-Man to join the Avengers in the future movies. EDIT: And now the actor has apparently been chosen and I was wrong! Tom Holland will be playing Spider-Man in the new reboot oh my gooosh! He's precious! I'm excited to see what he'll bring to the table! Whoop whoop!**_


	3. Chapter 3

_Disclaimer: Har har newbs be getting OWNED...but the stuff in this story is not. By me, that is._

 ** _Oh what the heck here's another chapter. I'm taking the ACT this weekend (again...ugh D:) and then heading straight to camp for a week so why not post another? :) I'm going to try to stick with writing 3 ahead of myself cuz I'm paranoid okay. Also super duper excited about seeing Jurassic World saturday night! And Jon Bernthal cast as the Punisher in Daredevil (he was awesome in the Walking Dead)! And other fun stuff! Anyhoo read away my pretties :D This chapter might be kinda confusing though_**

* * *

 _Chapter 3_

After enduring through a vicious tongue-lashing from jolly ol' Jonah yet somehow managing to preserve his job at the Bugle despite being a _"good-for-nothing whelp"_ whose photographs _"suck literal ass,"_ Peter went home. Well, not his _real_ home—his home away from home. In a tower, centered in Midtown. On the 87th floor, set aside just for him, to be precise. Despite the regular headaches it caused him, being an Avenger had its perks.

Spider-Man climbed through the window, placed his camera on the coffee table, then flopped messily on to the couch, slipping off his mask and letting out a moan. His entire torso hurt like hell, and a deep pain pulsated out from his knee down the rest of his leg. The cuts flecking his back smarted irritably, not to mention he was soaked. After just lying there exhaustedly for a few more moments, rubbing at his temples with his thumb and forefinger, Peter huffed out a breath and forced himself upright. He'd better get this over with already, or Aunt May would get to worrying.

He rolled up the spandex along his waist just past his chest, examining the skin discerningly. He cringed as he pressed against the purpling flesh and let out a sigh. _Just bruising. Can't do anything about that. My organs feel like they're throbbing though. Guess I'll just have to wait and hope all that heals itself._

Next Peter massaged his fingers into his kneecap. Although this induced a deep ache, the bone felt solid enough, so that was relieving. He knew he should probably ice it or something, but that wasn't really part of his agenda. The only thing he thought was in need of real medical treatment was his back, which was striped with cuts from his tumble against the asphalt and his crash into the fire hydrant. Nothing deep enough to require stitching, but some antibiotic cream and a little bandaging wouldn't hurt. Peter retrieved a small medical kit from under the table, unclasping the hitches with his thumbs. Out of it he grabbed some gauze, medical ointment, and bandages, along with a sterile cloth. After pulling the top of his Spider-Man costume the rest of the way off and tossing it aside, Peter squirted some of the foamy cream on to the rag and tried dabbing it against his back. Initially he was able to swab the medicine over the majority of his cuts, but despite his exceptional flexibility, he couldn't quite reach the small area just below his shoulder blades, and he practically turned himself into a human pretzel in his valiant efforts to do so. Eventually he gave up, unraveling himself and dropping the cloth on the table with a defeated scoff.

"Need a hand with that?"

Peter glanced quickly over his shoulder, vaguely startled by the voice, and was surprised to see a familiar woman dressed in a simple black romper standing across the room. She flipped on the light switch, illuminating her wavy red hair and the iconically mischievous smile splayed across her lips. After blinking silently for a moment, Peter let out a quiet laugh.

"Yeah, I guess."

Natasha Romanoff chuckled under her breath. "Thought so," she stated, rising off the wall and strolling up to the couch he was sitting on, her bare feet padding softly against the floor as tile turned to carpet. "Practically had yourself tied into a knot there."

"Just testing my limits, as usual," he assured her, leaning forward with his hands on his knees as his face flushed with slight embarrassment. "I, uh, I didn't think anyone heard me come in."

"Jarvis informed us," she told him. He listened without raising his head as she plucked the cloth off the table, feeling slightly discomposed by the fact that this tower offered him no privacy whatsoever with Stark's damn A.I. monitoring the place 24/7, and a moment later the cold touch of the damp rag brushed against his tender skin. "And after watching the beating you took from that psycho in Midtown, I assumed you might need a little help with the patchwork."

At this Peter grimaced. "You saw that?"

"Yeah. All of us. On the television. We were going to come help, but figured by the time we showed up you'd have finished him already. That dude got you pretty darn good with those shooting glove-thingies a few times, although even I would _not_ have been able to take him seriously in that hideous yellow suit of his, so I can't really blame you."

Peter rolled his eyes as she continued blotting at his back with gentle movements, cleaning the wounds of dirt and debris. _"Great._ I'll bet Stark got a kick out of watching that. He's probably having a _ball_ coming up with new jabs to throw at me now. _'Hey Petey! Is it true you got your ass beat by a weaponized hillbilly lemon the other day? I thought you were the unstoppable Spider-Man! My oh my, how disappointed all your fanboys must be. Must've been quite a shocker to everyone, huh? Hardy har har.'"_ Peter hunched his shoulders and dropped his head, switching from his semi-offensive 'Tony imitation' voice back to his normal one as he let out a groan. "That'd just be the perfect little cherry on top of all this mess."

"Oh, quit whining," Natasha scolded him playfully. She pressed a large medical cloth against his injured back and began unwinding some gauze with her fingers. "Everyone has their off days. Everyone gets knocked on their ass every once and a while. Even me, believe it or not. _And_ Stark. Don't worry about it, alright? I'm sure Mr. 'weaponized hillbilly lemon' man will be back soon enough, and you can get your revenge and reclaim your dignity with one swift kick to his rear."

Peter laughed at Natasha's unconventional comicality, although her words rekindled an unsettling thought in the back of his mind. From what he had picked up through the course of their banter-ful battle, this Shocker guy had been hired and equipped by someone with the sole purpose of drawing Spider-Man out and _killing_ him; not exactly your everyday, run-of-the-mill baddie. While the idea was unnerving—that someone with a lot of dangerous resources had it out for him—it convinced him all the more that Shocker would return at some point to finish his job. Whenever that happened, little slip-ups like before would be intolerable. This time around, Peter would make sure to stop him, once and for all.

"Sounds like a plan to me," he concurred with a chuckle as she wrapped the gauze around his torso to hold the bandage in place. He looked at her over his shoulder. "Anyway, when did you get here? I thought you and Barton were off doing some James Bond-esk spy ops thing in Europe."

"We were. Just got back two days ago—not before infiltrating the Russian mafia in Berlin and disbanding a major drug trafficking operation of course."

Peter gave an impressed whistle as Natasha sealed off his bandaging. "And here I was thinking my life was the most enthralling of the lot of us. Excluding Thor, _obviously_ —no one beats him in unwarranted extravagance."

"Got that right," she agreed, and gave his messy hair a rough tousle. "All finished. While you're here, want to go meet up with the rest of the crew? I'm pretty sure the science bros just ordered some Taco Bell, since apparently that's a thing now."

Peter stood up slowly and stretched his arms over his head, going stiff when he felt his cuts crinkle and crack beneath the gauze. "Tempting, but I gotta split. You know my Aunt May—I'm out a second later than normal, and she practically gnaws her fingernails down to the bone. And I'm sure if she's seen the news today…heh, yeah. Besides, I am _not_ in the mood to cope with Tony's smug face right now. He kicked me out the last time I was here for no apparent reason, might I add, so who knows what he'd do this time around."

Natasha scoffed amusedly. "How rude of him. Well, don't be such a stranger, alright? Just because Tony is an ass and the world isn't in peril doesn't mean we all have to avoid each other. As cheesy as it sounds, we're a team—no matter the circumstances. There's no need for you to sneak in here when you're injured as if you don't _own a floor of this building."_ A genuine smile curled along her lips. "Seriously, swing by just to chat every once and while, would you?"

Slightly taken back by the request, Peter reached down and scooped the top of his costume off the floor. "Yeah. Sure. I guess I've just been busy with Gwen and my job and crime-fighting and trying to figure out colleges and stuff, you know?" He wrung out the soaked spandex between his fists then begrudgingly slipped it back over his body, feeling his skin flare with goosebumps as the damp coldness adhered to his flesh. He strode over to the gaping window, feeling the warm night's breeze billow beckoningly from the outside world. "Thanks for the help, Romanoff."

Natasha yawned before offering him a small wave. After pulling on his mask, Spider-Man leapt out the window, fired a bio-cable from his wrist, and vanished into the night.

The tranquil rush he felt as he flew above the city on that dazzling summer evening lasted about three minutes. Then he arrived home. His _real_ home, which was rich with the aroma of his aunt's cooking.

 _"_ _Peter Benjamin Parker!"_

Peter cringed the moment he stepped into the kitchen. _Geez…anyone else getting a sense of déjà vu?_ Skittishly he shifted his gaze to the corner of the room, where his aunt stood with a ladle in one hand while the other frenetically dashed spices into a bubbling pot on the stove.

"Yes, Aunt May?" Peter asked hesitantly as he placed his camera on the counter, refusing to meet her gaze. His aunt stood with her brow furrowed fiercely and her hip popped out to the side, and Peter knew he was about to endure round two of getting his ass chewed out that day.

"Do you know what time it is young man?" she inquired viciously, giving the contents of the pot a few violent stirs. Peter's eyes wandered over to the clock on the wall, but Aunt May spoke before he could answer. "Almost eleven thirty! You promised me you'd always get back home before eleven every night, and that you would call if you were going to be late! You had me worried sick!"

"Bad guys aren't exactly considerate of my curfew, Aunt May," Peter replied with a slight chuckle in his voice, but his guardian's stern scowl didn't budge.

"This is the third time this week, Peter. This _has_ to stop. I can hardly stand allowing you to run around the city beating up evil people as a crazy vigilante teenager; not knowing where you are or if you're in trouble or not is unbearable! You could've died for all I knew!"

"It's fine, Aunt May," Peter insisted, "seriously. You don't have to worry so much. I can take care of myself."

"Oh really?" she exclaimed mockingly, pointing at the television on the counter with her ladle. "Do you expect me to believe that after watching that crazy yellow maniac almost _kill_ you awhile ago? I thought you said your Avenger friends would help you if anything as serious as that ever happened!"

"It was _not_ that serious," he groaned. "He just took me by surprise, that's all. And I was distracted by Jameson who was going to fire me if I didn't get any good pictures of the fight, so I had to draw it out a little. No reason to have a spazz attack."

"I'll have all the spazz attacks I want, mister. That's what family is for. Now then, how bad are your injuries? And don't give me any of that _it's nothing_ crap—there's no way you got out of that mess unscathed."

"Natasha already patched me up," he informed her, pulling his sopping costume off of his torso. "Just a few scratches on my back that will gone by morning. I really am fine, honest."

As he turned and tossed the suit into the laundry room, Aunt May marched right up to her nephew and, without warning, gave him a firm jab in the ribss with her fingers. She struck right against the extremely bruised region of his midriff, and Peter couldn't suppress the yelp of pained surprise that leapt out of his throat.

"Aah! Ow! G-geez, Aunt May, what the _hell_ was that for?"

"That man shot you with those things on his hands _three times_ and you're telling me you're perfectly fine? Do you even know _what_ he was hitting you with? You could have internal damage."

Peter took a big step back, gripping his ribcage and staring at his aunt remorsefully. "Aunt May, you have _got_ to stop this. You know what I'm doing get's me hurt. You've known that for a long time, even though it hasn't happened as much recently. But you can't fuss and worry over me like I'm a little kid every time it does happen. You're going to drive both of us up the wall. Just...just _accept_ the fact that I have these powers already, and that I use them to fight bad guys and keep the city safe. And accept the fact that I might get hurt, but that I'll always have you and the Avengers to fix me up afterwards. I can't keep coming home to you and seeing only fear and disappointment in your eyes. I need to know that you support me and trust me in all this."

May Parker's intense glare immediately softened, and she dropped her gaze solemnly to the floor. "I...I'm sorry, Peter. You're right, dear, you're right. I'm sorry." Slowly she lifted her eyes up to meet his, weariness clouding her irises. "I just—I can't help myself. That's what mothers—I, I mean guardians. That's what guardians are for. We make ourselves sick with worry over our babies, even if it's nothing." She stepped forward, laying her hands on his shoulders gently. "But Peter, let me make something very clear: I am not disappointed in you. I could never be disappointed in you. I'm more proud of you now than I ever have been." May wrapped her nephew in a hug as she continued. "Don't for one second ever doubt that."

Peter sighed submissively and hugged her back. "Alright, I won't. I'm sorry for stressing you out so much. If I promise to always be honest with you about everything from now on, will you promise you won't worry over me so much?"

"I'll do my best," she insisted, and planted a kiss on his forehead. Peter smiled sheepishly, then glanced up in alarm.

"Uh, is something burning?" he asked, wrinkling his nose. Aunt May looked over her shoulder and cursed sharply.

"Ah! My sauce!" she cried, and whisked across the kitchen to her smoking pot on the stove. Peter snorted amusedly under his breath, glad that they had sorted out things semi-painlessly, and plucked an apple out of a bowl on the center island. Taking a big bite, he stepped out of the kitchen and began making his way towards his room. Just as his foot met the first step on the staircase, however, his aunt's voice called out dully from behind him.

"Oh, Peter dear!" she hollered as he continued ascending. "One more thing I forget to mention. You have a check-up at the doctor's office tomorrow morning at 7:30. We'll need to leave a quarter till, so I'll wake you up around 7."

Immediately Peter stopped dead in his tracks. _"What?"_ he exclaimed, whirling around with his fingers gripping the handrails. "What do you mean, _check-up?"_

"Your annual check-up at the doctor's office," she elaborated simply. "The one you get every year to make sure you're growing up well and healthy, remember?"

Peter rushed back down the stairs and into the kitchen quick as a wink, somewhat startling his aunt as he zipped into the room. "Aunt May, I _cannot_ get a normal doctor's check-up like a normal human being anymore. That's, like, secret-identity-revealed-to-the-world prevention 101—especially since I have, you know, _spider DNA_ coursing through my bloodstream. You need to call back and cancel."

Aunt May took a taste of her sauce and scrunched up her lips a little in disgust before answering. "Peter, I allow you to skip out on a lot of things since you're Spider-Man, but your annual well-check is not one of them. If I'm letting you go off and fight bad guys all day long, I at least need to know that you're doing so at the peak of your physical well-being. This is not up for debate."

"Have you forgotten that _you're_ a nurse and that _you_ can check me out without me having to risk anything?" he replied matter-of-factly.

"I am a children's nurse who knows how to help normal children feel better when they're ill," she answered briskly. "I am not, however, a children's nurse who can look at her radioactively-mutated nephew and tell whether he's healthy or sick or whatever. This is something completely out of my line of work that I have no means of understanding, and I can't ignore the fact that something could be wrong with you and neither of us would have any idea how to handle it."

"And you think some other random doctor will? Aunt May, there's _no_ way this can happen without some sort of very serious consequence falling out."

"You turned into a _monster_ , Peter!" Aunt May cried all of a sudden, stunning him sober. She stared at him intently for a moment, then downcast her eyes miserably. "Don't you remember? Back during the invasion. Your eyes turned red, _spears_ sprouted from your arms, your teeth became daggers, and you tried to _kill_ your friends. I genuinely feared that you might try to kill me, too. And did we ever really figure out how or why that happened? Do we know whether that could happen again at any moment? No." Aunt May's voice broke a little as she continued. _"That_ , Peter, would have _very_ serious consequences, and carries a greater risk than anything else I could imagine. The doctor you're meeting with has a much vaster knowledge of the medical field than I do. I trust him. You don't—you wouldn't have to tell him anything, just let him check you out like he would any other patient." She looked up at him pleadingly. "Darling, please, would you do this for me? If only for my peace of mind?"

Peter held his aunt's longing gaze a moment longer, then heaved a heavy sigh. He knew there was no weaseling his way out of this one, not after she'd played that card. He knew he couldn't explain to her that he had control over The Other now and that nothing like that would happen again. He knew there wasn't any point in trying to make her understand that there was no way for him to meet with this doc of hers without him discovering something fishy (or, well, spidery). But he also knew he most definitely _could not_ waltz into a regular doctor's office and have some cutesy pediatrician run tests on his blood and discover his little secret. He had to satisfy both sides of the equation. Eventually he came up with a solution: he would go to the doctor's office like a good little nephew, allow the doctor to shine some lights in his eyes and stick some things in his ears, then he'd claim he was late for something _extremely_ important and beeline out of there before they could do anything too prying. That way, his aunt would see that he had made his check-up on record, hopefully thus satisfying her, but his secret would remain confidential. Then he'd just tell her everything was alright afterwards, because it was (technically that wasn't lying, right?). All in all, the plan seemed reasonable enough. In his mind, anyway.

And yet, his aunt's words had stirred him curious. He had never really looked into all the ways the spider bite had affected him biologically—he just made guesses based on the symptoms he regularly experienced. Perhaps it wouldn't hurt to later stop by Dr. Banner's lab and have him run a few tests on his body, just to get a professional diagnosis on his peculiar anatomical state. It would probably be beneficial to know just how jacked up he really was.

Peter rubbed the back of his neck and slouched his shoulders defeatedly. "Alright, Aunt May. I'll go. Happy?"

His aunt smiled sweetly. "Wonderful. Now head upstairs and go to sleep. I'll see you bright and early tomorrow morning."

Peter sighed again and turned back towards the stairs. Although he knew she only did things like this because she cared about him, it irked Peter that none of the other Avengers had to deal with these kinds of issues. Partly because they didn't have a naggy aunt constantly hounding them and partly because they didn't have a secret identity to keep tabs on. He knew he could never survive without his aunt's love and support, but at the same time he couldn't help but feel that she sometimes weighed him down.

"Peter, dear," he heard her call out softly, making him stop once again and huff irritably.

"Yes, Aunt May?"

"I love you."

At her words, Peter couldn't keep himself from breaking into a childish smile, and he laughed quietly under his breath.

"I love you too."

Then he entered his room, collapsed on his bed, and was out cold in about three seconds.

* * *

 _Schultz was a failure._

A set of enormous fingers laid flat beneath a large, rounded chin. The other hand held a small phone against an inquisitive ear.

"It's alright, my friend. That was to be expected. It would've come as a great surprise to me if our adversary could be defeated so easily. These initial tests are simply to set his mind on edge, to dismantle him from his position of security. They also allow us to gather more information on his strengths, patterns, and vulnerabilities to exploit in the near future."

 _I've sent the new requirements for Shocker's suit into the shop. Schultz will be offline until it's repaired. As for our third candidate, I'm thinking we pair him up with Toomes for the next mission. Amp up the muscle and give Spidey a better run for his money. Even if it ends up going south again, the mismatched odds are likely frustrate him all the more, and will most definitely capture his attention._

"Good. I trust you with sorting out the details. But do remember our magnum opus, my friend: I'd rather defeat the Spider-Man in a method beyond something as simple as sheer force. Once the fighting from this next battle ceases, I will send my two personal acquisitions out to greet him. Alongside that, we still have a trump card in the works, waiting patiently up our sleeves. I yearn the most to see his destruction at the play of his own hand, along with everything and everyone else he cares about. We can make him destroy himself, and ruin his image for the entire world to see. He and the Avengers will crumble into nothing. Slowly, intimately, like a festering carcass devoured by maggots. That is the outcome from all of this that I'm wishing for more than anything. "

 _I...I couldn't agree more, sir,_ he answered dubiously. Now that the new plan was in motion, he wondered if the old one was even necessary. It seemed risky; he felt the boss was making this harder than it had to be. But he would never dare to voice that. _N-now then, on the matter of O'Hirn. The epidermal binding process for his armor should be completed fairly promptly. When would you like me to send the next team into the field?_

A hideous smile broke across the man's face, revealing the white, crooked teeth hidden behind his lips. At the head of the long, empty table he sat at, a cigar resting in a dish breathed ribbons of ghostly smoke into the cold atmosphere. He leaned back into his chair, the grin on his face never wavering in the slightest.

"As soon as they're ready."

* * *

 _ **Are you confused yet? Sorry haha the next chapter will help clear things up a bit. Hoped you enjoyed anyway :P Next chapter will be posted on a day of the week this year at a very**_ ** _specific time. :) Laters_**


	4. Chapter 4

_Disclaimer: dis claimer though am I right? (laugh track) And yeah I no own stuff_

 ** _Anyone else notice that the new actor playing Spidey and the new director for the Spidey movie were announced today!? :O I was wrong-it's Tom Holland! He seems like a swaggin dude, plus he's a gymnast! It'll be super cool to see him alongside the rest of the Avengers in future Marvel movies. CANT FREAKIN WAIT AAAGGHH_**

 ** _...oh yeah and here's another chapter yay_**

* * *

 _Chapter 4_

A small roadblock had developed in Peter's plan. After shaking him awake that morning, his aunt had insisted that she accompany him to his doctor's appointment, not wanting to risk letting him leave alone only to skip out on it. She knew him too damn well.

So, sitting adjacent to his aunt in the back of a cab, still groggy and disheveled from the early rise and sporting a pair of cargo shorts and a comfy V-neck, Peter sat in a semi-panicked state as he fought to conjure a new plan to escape his double-life's impending disclosure.

"Dr. Rowell is a wonderful man. I'm certain he'll make sure everything's just fine with you. Don't worry about a thing, Peter."

"Aunt May, I'm not sure if I can—"

Suddenly, the cab jerked to a stop by the curb, and Peter glanced out the window in surprise.

"What? We're already here? This isn't the office I normally go to." He examined the white building suspiciously.

"This is where I work," Aunt May explained as she unbuckled her belt and tipped their driver courteously. "I figured we'd get much better discounts if I switched you over to here."

 _Ah, dammit,_ Peter thought as he slowly stepped out of the cab. _Now she'll be able to look up the records herself and see if I completed my check-up. What the hell am I going to do now?_ Grappling for some excuse, Peter was caught off-guard as his aunt grabbed him by the hand and dragged him into the pearly white building.

"W-wait, Aunt May," he stuttered as they walked through doors. "I—I actually don't think I can do this. You don't understand. It's too risky. I'm going to get found out. Aunt May, are you listening—?"

"Hello Trish," his aunt addressed the woman settled at the check-in desk cheerfully, taking no notice of his frantic stammering. "I'd like to introduce you to my nephew, Peter. I called yesterday and scheduled him for his annual check-up. Is Dr. Rowell here?"

Trish smiled warmly. "Yes, he checked in about thirty minutes ago. I'll notify the back and they'll call him in whenever they're ready." After buzzing a small button on her desk, she turned to face Peter, her smile unceasing. "Hello, Peter. May has told me all about you. She never stops talking about what an amazing young man you're growing up to be."

Peter took a second to switch his attention from the crisis he was currently suffering and glanced at the smiley lady distractedly. "What? Oh, um, thank you, ma'am. I, uh, sorry."

She gave a light laugh, which grated at Peter's already frayed nerves. "I think someone's a little nervous. There's nothing to be afraid of, dear. Dr. Rowell is the nicest man I know. He'll take good care of you."

"What? N-no, it's not that. I just—" He whipped around to his aunt again, his voice dropping into a vicious whisper. "Aunt May, _seriously:_ I really, really, _really_ don't think I can do this! You've got to understand, there is _no_ way I can get checked out without the doctor discovering that I'm—"

"Peter Parker?" an elderly woman called from across the room, smiling as she swung open the door to the back hallway. Peter went rigid and wanted to scream in frustration. This was all happening too fast for him to think! Gingerly he glanced over his shoulder, clueless to what he should do, when his aunt gave him a rough shove in the back, making him jump with a start.  
"That's you, dear," she snapped, pointing sharply at the gaping door. "Don't leave the nice lady waiting! Go on now, I'll be waiting out here for you once you finish."

 _My aunt is a freaking evil mastermind!_ "But—wait—Aunt May, I—"

She pushed him once again without listening to a word he said. "Go!"

Flushed from creating such an embarrassing scene and fazed by the fact that his life as he knew it might be ending, Peter released a frazzled sigh from his lips. Rubbing anxiously at the back of his head, Peter turned, walked the long journey across the silent doctor's office, swallowed the lump in his throat, then entered the narrow hallway.

"Room number three," the lady called after him as she shut the door and followed close behind. Useless, feverish thoughts ran through his mind as he strolled aimlessly between the white walls. _Dammit, dammit, what do I do? Should I make up an excuse? Make a run for it? Pretend to be insane?_ Dammit, _what should I do?_

Nothing productive came to him before he arrived in front of the ominous door. The nice old nurse opened the door, nudged him inside, and smiled sweetly as he stood motionless in the cramped space.

"Dr. Rowell will be with you in just a moment. You can sit on the bed there while you wait. Good luck, Peter." With a small wink, she let the door shut with a heavy _clank,_ and Peter found himself all alone in the pasty, cold room.

 _I am so screwed._

Then Peter shook his head and palmed his face in his hands.

 _No, you are_ not _screwed. You are going to do exactly what you planned. You are going to let the doctor run a few simple tests, then you're getting out of here. Make up an excuse, then you and Aunt May will leave. Simple as that. If it screws up the records or something, oh well. Maybe Aunt May won't notice. And even if she does, having your aunt pissed at you isn't as bad as having the whole world discover you're Spider-Man and placing her life as well as the rest of your loved ones' in danger. I'll just go by Banner's place and have him check me out for real later. Everything's fine, Peter. Chillax._

Puffing out his cheeks, Peter released his face and let his arms drop at his sides. He seriously needed a spa trip to keep from losing it over the smallest of things these days. Maybe he should take a crack at Banner's yoga again—at the very least it would help him catch some extra z's. Above all, he needed to remember how good things were going for him now, especially compared to the disastrous school months of ravenous chimera invasions and near-death experiences he'd recently been through. This little hiccup he was currently faced with was nothing he couldn't handle.

Feeling much less like a paranoid spazz, Peter hopped on to the examination table, causing the wax paper to crackle beneath his weight, and sat patiently waiting for the doctor to come, balling his hands in his lap. He swung his feet causally above the floor. This was nothing to get worked up over. Everything was under control. He should be used to dealing with stuff like this by now. Just to calm himself further, he played out what was going to happen perfectly in his mind: the doctor would come in. Ask him a few general questions, give him the usual weigh-in and measurement procedure, maybe tap his knee with a hammer or whatever, then Peter would drop the bomb. He—he had at meeting, at work. A very important meeting at the Bugle that he had _completely_ forgot about, and that he absolutely _could not_ miss. The doctor would understand, maybe suggest that he come back in to finish the check-up some time soon, and then he'd allow him to leave. Simple as that. No questions asked. All would be well with the world, as long as he played this out accordingly.

Not a minute later, there was a knock on the door, which stirred Peter from his thoughts. Surprisingly, the crippling anxiety he'd been suffering only moments before had almost entirely vanished. He was confident he could figure this little predicament out. He had stopped an army of mutant, man-eating monsters from demolishing the city. Escaping a silly little check-up would be a piece of cake.

The door opened. It took a moment for the doctor to come into full view, as he was yelling something to someone across the office over his shoulder. Even still, Peter could tell that he had black hair with a few hints of gray beginning to congregate around his scalp. He was a tall man with a wide body and thick limbs. He wore light blue scrubs that hung loosely off his large frame.

"Yes. I'll be right with you once I finish this one. Thank you." He stepped inside, shutting the door behind himself, chuckling softly. "Sorry about the wait, bud. Office is awfully busy this morning. Anyway, let's get you checked out, shall we?"

The doctor turned to face Peter, smiling welcoming through a short, messy beard. Peter had known something was wrong the moment he'd heard the man speak. But when his eyes fell upon his friendly, cheerful face, his only recently settled heart instantly tore itself from his chest and plummeted into his stomach. _Oh. No._

It was him. The doctor who had helped him back in Times Square after his fallout with Scorpion. He knew it. Peter recognized him.

But to make matters _so_ much worse, as the doctor met his stunned gaze, the same look of shock encapsulated his own features, and the realization dawned on Peter in a terrible, violent rush: _he_ recognized _him_.

Silence. Horrible, agonizing silence. In reality it lasted about a second or two, but to Peter it felt like a millennia. He was still as statue. Finally, blinking in bewilderment at the strange situation he'd found himself in, Dr. Rowell took a careful step towards the young man frozen on the examination table, hinting a dubiously joyful smile.

"Hey. Wait a minute. I...I remember you. You're...aren't you—?"

"I have to leave," Peter blurted out. He had no idea what else he could do. He had to get out of here! His sudden interjection caught Dr. Rowell off guard, and in one quick movement Peter dropped off the bed and went for the door. A large hand against his chest stopped him, however, and he jumped back reflexively.

"Whoa there, bud," the man said with a mixture of surprise and amusement in his voice, holding his palms out cautiously. "It's alright. I'm not going to hurt you. I'm not going to do anything. Just hold on a second."

"I can't be here," he stated frantically. "You—you have to let me leave. Just pretend you never saw me. Act like I never even showed up. Please, you don't understand, I—I can't—"

"I understand," the doctor insisted earnestly. "I understand perfectly. You don't have to explain anything to me, Spi—I mean…" He glanced at the clipboard he had in one of his giant pockets. "…Peter. Parker. Wait, Peter _Parker_?" He stared up at him with surprise in his eyes. "You're May's boy?"

Peter sat silently for a moment, eyeing the doctor with shaken suspicion, his hands gripping tight to the edge of the examination table. Eventually, he licked his lips, dropping his gaze to the floor. "Nephew. I live with her."

His eyes and voice softened. "She's a wonderful person. Amazing nurse, too. I guess awesomeness just runs in the family, huh?" It was clear he was trying to defer the issue at hand and put him at ease, but Peter remained tensed in anticipation. This was _terrible._ Why couldn't his aunt have listened to him? Now a man who worked right alongside her knew their family's secret, and could expose herself and his girlfriend to even more danger than they were in already. She _seriously_ hadn't thought this through, and now they were really paying the price for it. Dr. Rowell could sense the hero's potent apprehension at being discovered, and continued to speak in a gentle tone. "I guess this explains why she speaks so fondly of you all the time. You as in Peter Parker _and_ Spider-Man. I thought she was just a hearty old superhero fan, which I suppose hasn't been completely falsified by all this, but clearly she has alternate reasons." He chuckled lightly. "She's only been working here a month or so now, and already the entire staff has fallen in love with her. I've never seen someone come in right off the bat who was so good with children. When I brought my daughter in to get a shot, May distracted her so well that she didn't even notice the needle going in her arm. Every time I've tried, she ends up crying an hour beforehand, and usually an hour or two after. Emily's always been such a sensitive girl, but May handled it like a pro."

Upon hearing the name, Peter quickly lifted his gaze. "Emily?"

Dr. Rowell let out a laugh. "But I guess you already knew that, didn't you? I never did get to thank you for saving Emily and my wife awhile back at the restaurant shooting downtown. I cannot express how truly grateful I am that you protected my family."

He couldn't hide his shock. "Wait...Emily is _your_ daughter? And that woman—her mother—that's your wife?"

"Yep. Guess I can't blame you for not seeing the resemblance—Em takes after Elena. I have God to thank for that," he added with a chuckle.

Reclaiming a bit of composure, Peter's lips hinted a careful smile. "Small world. Well, she was braver than every person in that room. Certainly braver than me."

"She hasn't stopped talking about you since that night. You've become her idol. When I asked her what she wanted to do for her seventh birthday, she completely abandoned her original _My Little Pony_ theme idea and made all of her guests dress up as Spider-Man and spray each other with silly string. It was definitely a nice change of pace—less rainbows and glitter."

Peter had to laugh at that, although the doctor's words surprised him. Emily had seen him nearly beat a man to death, yet even after all this time, she still considered him a hero? It seemed kids these days were always giving him more credit than he deserved.

"I heard about what you did back during that monster attack on the city. I watched videos of you and the Avengers fighting those things together. I'm glad you guys are on good terms now—you know, since they tried to take you prisoner when you all first met. I assume that either Tony Stark or Bruce Banner figured out how to cure the venom that green freak injected into you, seeing that you're not dead from it."

Peter scratched the back of his neck in thought. "Yeah, thankfully. We're all pretty solid now. I kinda actually recently joined their team, if you didn't hear from the news and stuff."

"I heard," he answered simply. The doctor stood with his back against the door, hands folded politely in front of his stomach, eyes wandering about the room as he rocked absentmindedly on his heels. Finally, after a long moment of hesitation, Dr. Rowell cleared his throat. "So, uh, how have you been doing? The last time I saw you, I was seriously thinking you were going to die, but clearly you're recovered. I can't imagine how you were able to walk away from all that, even with an antidote."

Peter detected the doctor's reluctance to pry too directly. Despite having only met this man once before in a rather desperate situation, Peter was shocked to find himself already trusting him; or rather, perhaps, _wanting_ to trust him. He didn't really have a choice in the matter. He realized the list of people aware of Spider-Man's real identity was getting longer and longer as the year trudged by, and the thought of anyone else honing in on his secret was unsettling. He seriously had to tone it down a notch. The more people who knew about him, the greater chance he had at being discovered, and the more people at risk of being hurt because of him—especially with guys like that Shocker freak out there. He made a pact in that moment to never tell another soul his little spidery secret from here on out.

He was a little late on this one, however. So, sighing exasperatedly, Peter looked Dr. Rowell directly in the eye. "I...I have a healing factor. I probably would've died if it weren't for that."

Surprised by his sudden forthrightness, the doctor's friendly smile reshaped behind his beard. "Really? As in, your body heals faster than the average human's? That's incredible." He pointed at Peter's stomach with his index finger. "Does that mean your stab wound didn't leave a scar?"

Curiously, Peter lifted up his shirt and stared down at his side, pulling at the skin below his ribcage. "Unfortunately, no. Even with my powers, it took forever to heal because of the venom. There's still a big white stripe from where the stinger gutted me."

Dr. Rowell eyed the scar inquisitively from a distance. "If I'd had the right equipment with me when I tried to help patch you up, it probably wouldn't be as bad. I left my suture kit at home that day, of course. I guess my crappy gauze and bandage combo didn't really help that much. Sorry about that, by the way."

Peter dropped his shirt and crossed his arms over his chest, scoffing amusedly under his breath. "If it weren't for you, I probably would've bled out right there in front of everyone in Times Square. You saved me. And somehow, you managed to do it without revealing my identity to the entire world. I didn't get the chance to thank you for that then, but seriously—thanks. I owe you one."

The doctor dismissed him with a wave of his hand. "Least I could do. I'm just glad you're okay." After a second in thought, biting the inside of his cheek, he slipped his fists into his pockets and gave a small chuckle. "If you don't mind me asking...why would a person like you who wants to keep his identity undisclosed come to a public doctor's office? Seems a little risky."

Peter groaned with frustration. "My aunt made me. She still hasn't quite got a grip on the whole _secrecy_ part of a _secret identity._ She said since I'm out fighting bad guys all the time she wants to be sure I'm healthy or whatever." He stared off to the side. "And, uh, she thought for some reason that you could somehow look at me and figure out all the ways the spider venom affected my DNA or something."

Dr. Rowell blinked at him in surprise. "Really? She said that?" He grinned slightly. "Well, I'm not sure where she got that notion. I will say that before I decided to be a doctor, I worked as a geneticist. But I found that line of work didn't really suit me, so I switched to pediatrics after a couple years. I remember talking to your aunt about it, although I don't know how that qualifies me for something like this." He narrowed his eyes at him inquisitively. "Did you say...spider venom? Are you saying that that's how you got your powers? From a spider bite?"

After debating whether he should answer for a second, Peter caved. "Yes. I was bitten by a radioactive spider, and it messed up my body in freakish ways. That's why I can scale walls and shoot webs from my wrists and fight people and all that. My DNA has been altered to where I'm actually part spider."

"Wow," the doctor exclaimed in awe, his eyes wide. "That's...just... _amazing_. I can't imagine how cool that must be. But...I think I understand your aunt's concern about all this. I know I'd be scared to hell if my kid started developing powers and stuff and I had no idea exactly how or why it was happening."

Peter chuckled despondently. "Well, I guess you could say she's not the only one. I haven't really thought about it much until now, but I've realized that I still don't really know what all that bug bite did to me. The powers and the enhanced senses are great no doubt, the way they help me save people's lives and protect them from bad guys, but it's kind of unsettling to know that you have DNA that's different than everyone else's coursing through your veins, and not knowing for sure all the ways it's changed you is kind of scary." He paused, his eyes staring hollowly at the floor. "It's made me hurt my friends. And...kill a person."

The doctor stared at the daunted boy standing before him, and a pang of sadness nicked his heart. He hadn't a clue the courageousness of the fellow he'd saved way back in Times Square. This young man was trying to balance his already stressful adolescent life alongside the fears and unknowns of being a teenage superhero, all while carrying the weight of the world on his scrawny shoulders. He couldn't help but admire the kid's recklessly selfless ambitiousness. He watched a chill shoot through Peter's body as he leaned against the table. Sucking in a breath, Dr. Rowell rubbed his hands together, shot a glance at his wristwatch, then gave a small shrug.

"Well, it's my job as a doctor to give my patients proper check-ups to make sure their bodies are healthy. That's what I'm being paid for, and that's what your aunt asked me do for you. If you're okay with it, I'd be more than happy to check you out and try to help you understand everything that venom did to you."

Peter cringed with immediate uncertainty. "I...I really don't think that's a good idea."

"It would be completely confidential," Dr. Rowell explained to him assuredly. "I promise you. I'll fill out the standard check-up BS on all of your medical records. I won't mention a single thing that will draw any attention to you or your family. I would only look into whatever you're comfortable with. Everything would stay between you and me."

Peter stared at him in shock. "But that's illegal. You could get into serious trouble for messing with my files, couldn't you? And I have dangerous people after me. If any of them found out you were helping me, they could try to hurt you. I don't want to put your family in danger like that."

"The file thing is a risk I'm willing to take if it means I get to repay the debt I owe you. And don't worry, we'll be very careful to make sure that doesn't become an issue. I wouldn't risk doing it here. My apartment up the road has all the instruments and solitude we need. My wife works at a flower shop on weekdays, so that wouldn't be a problem either. If you're willing, you could come by my place tomorrow morning, and I'll do what I can to diagnose all the aspects of your, uh, relatively unique condition."

Peter was taken back by this man's willingness to help him. If there was anyone indebted to the other in this situation, it was certainly himself to the doctor. He seemed to write off the fact that he had saved his life _and_ protected his identity so impetuously. He dropped his gaze to the floor, troubled still.

"Why would you do that for me?"

Dr. Rowell smiled in pained amusement. "It surprises me that you don't expect people to want to help you. Especially after all you've done for the city."

"I guess I just sorta have...trust issues."

The kind doctor laughed softly. "That's not exactly surprising," he responded. Pausing, he fished a notepad and pen from his pocket and scribbled something down on the paper. Once finished, he tore it from the pad and held it out for him to take. "Well, if you can find it in you to trust me, you can swing by this address tomorrow. I suggest you come in street clothes, because those red and blue pajamas of yours might attract some unwanted attention."

Grinning reservedly, Peter accepted the paper from him. "Thank you, Dr. Rowell."

"Maes," he said quickly. "You can call me Maes. I never liked my family's last name; it rolls off the tongue weird."

Peter chuckled. "Alright. Thanks, Dr. Maes."

"I hope to see you tomorrow, Peter."

After signing off on all the necessary medical papers, Dr. Maes let Peter leave, no questions asked. As he and his aunt flagged down a cab and poured into its musty belly, she smiled at him sanguinely.

"Everything check out okay?" she asked.

"Yes."

"Did he find any problems? Anything wrong with you at all?"

"No."

"Well, that's good I suppose. Perhaps I really was worried for nothing." She blinked slowly. "So, did he...find out? About...y'know.."

Peter grimaced. He considered lying to her at first, but abandoned the idea almost instantly. There wasn't any point, and he had promised that he would be honest with her. "I've already met him once before when I was hurt. He recognized me. So, yeah, sorta."

She sighed relievedly. "I figured. That probably made it a little easier then, huh?"

Immediately Peter turned to stare at her, puzzled. "Wait, what?" he stammered, narrowing his eyes. "You _expected_ him to figure it out?"

"Well, yes. He spoke about how he helped save your life a few months ago. I assumed he might recognize you from that."

"And you _recommended_ him to be my doctor?" he hissed in a hushed tone, not wanting to alert the driver of their little conversation. "Aunt May, why the _hell_ would you do that?"

"He's one of the few doctors there that speaks fondly of you," she retorted indignantly. "I don't know if you know this, but lots of people think you're some kind of menace, Peter. But Dr. Rowell told me how you saved his family, and he always talks about what an amazing hero you are. That's why I wanted him to look at you and not any of those other jerky pediatricians. Well, that and the fact that he was a geneticist, which I'd hoped would make him more fit to examine you."

Peter palmed his face in his hands and let out a groan. "So let me get this straight: you _purposely_ set up this appointment in hopes that the doctor would figure out who I am?"

"Yes, I suppose I did," his aunt asserted sharply. "But I know how important keeping your identity a secret is. I know how dangerous it could be for you and Gwen and I if the bad people you fight found out who you really are." She glanced at him squarely. "I trust Dr. Rowell enough to know that he would never tell anyone. I would never have considered doing this if I didn't. Did you really think I would risk something like this if I wasn't absolutely sure?"

Her nephew sighed exasperatedly. "Alright, Aunt May. I know you wouldn't. But you have to understand that you _cannot_ make a habit of this. If any more people find out—"

"I won't. I promise. I won't discuss your alter ego with another soul. Okay?"

Peter huffed quietly. "Okay. And no more secrets between us, alright? It's exhausting enough that I have to hide myself from the whole world. I'd prefer that not apply to us too."

"Agreed," she sighed, glancing out the window with her hands tucked in her lap. She watched the people and cars fly by passively, her crinkled eyes fixed forward. "Did you like him? Dr. Rowell?"

"He's nice. I'm meeting with him again tomorrow to see if he can sorta diagnose all the stuff that spider bite did to me."

She glanced at him in pleasant surprise. "Really? Wow. That's great. Give me a full report on all the stuff you find out, alright?"

Nodding slowly, it occurred to Peter just how conniving his sweet old aunt had been in all of this. She had set up this whole plan between him and the doctor so strategically and surreptitiously that he couldn't decide if he was impressed or disturbed or both. Perhaps his aunt really was an evil mastermind.

The cab stopped at a stoplight as the light turned red. Cars rushed in front of them in a mad dash. Peter watched their geometric forms zip by with bored disinterest. "Lovely day in the big city," he heard their driver murmur as he cranked up the radio and bobbed his head to the music.

Then people started passing by. Lots of people. They were running on the sidewalks, out of stores, down the middle of the road in a massive horde. Peter realized some of them were screaming. They kept glancing over their shoulders, eyes wide with fear. Alert all of a sudden, Peter leaned forward out of his seat, glancing left and right in stunned confusion. The bodies were rushing through the street in a flood of panic. Terror was plastered across their faces. He unbuckled his seatbelt, fearful adrenaline beginning to rush through his veins.

 _What the hell is going—?_

His spidey sense went nuts. A shadow descended over them from above. Seconds later, an enormous gray foot crashed through the roof and completely demolished the front end of the cab, littering the pair of them with glass and debris, inciting a cry of terror from his Aunt May, and crushing their screaming, nameless cab driver to death.

* * *

 ** _Poor dude. Also sorry I keep talking about movie stuff but I love movies...I'm (hopefully lol) going to Baylor to study cinematography/screenwriting/production etc like that's how much I love movies. Jon Watts is directing the new Spidey movie, never heard of him but cool. Anyhoo I like the next chapter a lot ahahaha_**


	5. Chapter 5

_Disclaimer: I own a purple car. I own a Deadpool_ _plushie. I even own a tree frog. And yet, I own none of the characters in this story...sad day._

 ** _Happy 4th of July! Hooray! 'Murica! Land of the free and home of diabetes! I mean-the brave! Yeah! Can this be low-key considered Captain America Day too? It has to be his fav holiday, right? Too bad he isn't in this chappie :,( but whateves. And crap, I'm posting these chapters faster than I can write them. Oh well, I'm a mess. Enjoy. :)_**

* * *

 _Chapter 5_

Metal screeched and churned as the foot lifted off the pulverized vehicle. The broken body of their driver lay twisted and bloody within the wreckage. Peter stood over his aunt's frail form protectively, ragged breaths of fear dragging from his throat.

Aunt May's eyes fluttered open slowly as she laid in her seat. When she finally regathered her bearings, her pupils dilated in terror, and she stared up at her nephew fearfully. "Peter?" she croaked out, her face white as a ghost.

He unclipped her seatbelt and kicked open the passenger door, sending glass spraying across the asphalt. "Come on," he said with forced calmness, "we've gotta get out of here."

After crawling out himself, Peter pulled his aunt from the totaled cab with gentle hurriedness and placed her on the ground, which he realized was quaking beneath their feet. It felt as though a dinosaur was stomping around New York as the earth shuddered in repetitive rhythm. Sirens were wailing in a far-off chorus. Screams of fear tore through the air. After making sure his aunt was okay more or less, Peter felt his spidey sense spike inside his skull, and he whirled around in terror.

Something incredibly tall was standing in the intersection he and his aunt were adjacent from, its massive form looming over them as a dark silhouette against the overcast sun. Peter watched in horror as the beastly whatever-it-was raised back its leg and kicked a passing car like a soccer ball, sending it sailing over their heads and crashing into the side of a building. As rubble scattered from the impact sight, the perpetrator released a throaty laugh and stamped his foot against the ground.

"Spider-Man!" he roared, causing Peter to go rigid. He glared up at the skyline fiercely, hands balled into meaty fists at his sides. "I'm here to beat your scrawny ass to a pulp! Come out and face me now, or I'll trample this city into dust!"

Peter's heart began pounding against his chest. _This again?_ he thought in disbelief, reaching back and grabbing his aunt by the wrist. _You're kidding me. Why the hell are all these freaks popping up out of the blue just to fight me?_

"That monster is here because it wants to kill you?" he heard his aunt whisper behind him in a shivery voice. "That's why it's destroying everything? That's why it's attacking people?"

"You need to get far away from here," he told her fiercely. "As far as possible."

People were rushing past them in a chaotic wave, congesting the atmosphere with their panicked footsteps and excited hysteria. His aunt had yet to join the exodus, however. Her eyes remained locked on the destructive beast towering before them at an uncomfortably close distance. The creature breathed a vicious roar into the air. Peter gave his aunt a violent shake.

"Aunt May! You have to go, _now!"_

In that moment, someone slammed into his chest as they fought to push past him along with rest of the fleeing crowds. Peter stumbled backwards from the sudden impact, as did the clumsy retreater, and both stared up at each other in startled surprise.

"P-Peter?" the guy stuttered out in shock. Peter was surprised to see that it was Eddie Brock, the young reporter he'd befriended at the Daily Bugle. Papers sprawled across the ground at their feet. Upon realizing their coincidental second encounter, Peter grasped him by the shoulder.

"Eddie! Man, am I glad to see you're okay."

"Uh, yeah. Me too. But if you haven't noticed, bro: we gotta hightail it outta here!"

"Right," Peter agreed, and shoved Eddie behind him with the flow of the crowd. "Take my aunt and get someplace safe. I'll—uh—I'll catch up with you."

"'Catch up'?" Eddie repeated in disbelief. "What do you mean _'catch up'?_ You have to come with us!"

"I—I gotta get pictures for the Bugle!" he insisted unconvincingly as he started backpedaling towards the terrifying scene behind them. "It'll only take a minute! I'll be right behind you!"

"Screw the Bugle! You're gonna be killed by that thing! Come back! _Peter!?"_

Within seconds, Peter had vanished into the chaos, leaving the pair of them standing idly in the middle of the sidewalk.

"Damn idiot! Did he even _have_ his camera?" Eddie cursed bitterly under his breath as he turned back around, grabbing Peter's aunt gently by her arm. "Come on, ma'am. Let's get outta here. I'm sure he'll be fine."

As the two joined the rest of the herd, Peter rushed against the current until he reached the curb of the intersection, where he skidded to a stop, gasping. Yesterday evening he'd thought Shocker was the freakiest foe he'd ever encountered, but _this_ —well, this was an entirely different ballgame. The only thing he could describe it as was what appeared to be a man...wearing a giant _dinosaur_ costume...?

His bizarre adversary suddenly ducked his head and began thundering straight towards a group of civilians pinned against the wall of a building, screeching like a madman with the long horn protruding from his forehead fixated on their petrified forms. The people screamed in terror, and Peter's muscles coiled beneath his flesh. He had to save them—and he had to get _Barney_ focused on attacking him instead of the city—but he didn't have time for a costume change. His blood pounded in his ears as the monstrous attacker charged ever closer to the innocent victims in slow-motion. He secured his web-shooters to his wrists. His hand shot into his back pocket and enclosed around a mass of familiar fabric. Before he could ponder the stupidity of his idea, Peter bolted along the curb, leapt into the air, and slammed his body against the dino-man's head. The impact probably did more damage to him than to his foe, as it felt like he had just body-slammed into an elephant, but the force of his blow knocked him off course enough so that he veered to the left. The massive horn barely missed the cowering people as it plunged into the brick wall, rendering him temporarily stuck like a pin on a poster board. Peter dropped to the ground beside him and pressed his fingers hard against his palms, lathering his thick gray body in webbing to elongate his immobilized state. As he roared and clawed furiously at the wall in attempt to escape, Peter spun around to face the stunned civilians.

"That won't hold him for long. You all need to clear this area _ASAP,_ unless you fancy becoming human shish kabobs."

They all just stared at him, wide-eyed and puzzled. After recovering from their initial shock, a man who was clutching on to his significant other squinted at him confusedly.

"What the hell? Who are _you?"_

Peter cocked his head to the side and pointed at his face. "What, you don't recognize me from the mask? The web-shooting? The _unparalleled_ humor? Wow, I need to have a word with my press agent later."

"You're Spider-Man, we know," the partner replied, rolling his eyes. "But what the hell are you wearing?"

Peter stared down at the white T-shirt, cargo pants, and Converse shoes he had on, and couldn't help but laugh at himself. Fortunately enough he had stuffed his mask into his pocket before leaving the house that morning, but _unfortunately_ enough he had not had enough time to put the rest of his costume on underneath his clothes as he normally did. So all he had with him to battle this inconvenient foe with was his mask, which he had slipped on just before barreling into his brawny body. He knew he looked ridiculous—like some kind of half-assed cosplayer dragged out of a comic convention—but he would much rather sacrifice his style than his security.

"What?" he retorted somewhat embarrassedly. "This is all I had available! Even superheroes have laundry day you know. Godzilla here didn't exactly strike at a courteous hour, so I had to improvise."

At that moment, the webbing holding dino-guy in place began to snap, and he released an infuriated roar while pounding his fists against the brick. Alarmed, Peter swept his hand sharply in front of his body.

"Alright, wardrobe-bashing discussions later! All of you, away from here, _now!"_

Startled back to reality, the group began fleeing fervently down the sidewalk. Peter huffed relievedly, but quickly spun back around. Just as the civilians rounded the corner, the giant man wrenched himself free from the building and whipped around furiously, hands balled at his sides as his eyes darted around with vengeful rage. He didn't even notice the tiny hero standing in front of him until a small voice cleared its throat.

"Yoohoo! Jurassic Park? Yes, down here. I heard you were looking for me!"

Instantly, his foe's gaze locked on his puny form. Peter stiffened instinctively as the beast of a man loomed over him, and he watched as his nostrils flared with rage.

"You?" he bellowed, bending down to look him square in the eye. "You ain't Spider-Man! You think I'm _stupid,_ you little runt? Get out of my way before I trample yah!"

Peter swallowed his nervousness and laughed loudly. "Well you are _dressed_ pretty stupid," he remarked, and fired a glob of webbing into his eyes, causing him to scream in outrage. The man clawed frantically at his face, and Peter placed his hands on his hips. "First lemon-man and now...what, triceratops-guy? Dino-dude? Is the new fad among villains these days like _desperately gaudy_ or something?"

He ripped the webs off his eyes and snarled irately. "You scrawny little bastard! It is you then! You're seriously insulting _my_ armor when you're running around wearing _that?"_ He slammed one of his giant, trunk-like feet against the ground, narrowly missing Peter's wiry body as he sprang out of the way. He leapt on to the side of the wall, but nearly slipped and fell when he realized his feet had no traction. The grippy tendrils on his hands managed to hold him in place, but the ones on his soles and toes were not exposed through the bottoms of his Converse. With haste, Peter kicked off his shoes and tore off his socks, right as the beastly foe swung his fist at his lanky form. He hopped ungracefully into the air and landed on dino-man's hand as it connected against the brick, then sprinted down the length of his arm. Peter jumped and grabbed on to his long horn, where he dangled just in front of his adversary's furious face and giggled tauntingly.

"Today is my dress-for-comfort-day, freakasauras rex, which you were so kind to entirely disregard. Perhaps if you hadn't decided to attack so early in the _freaking_ morning I would've made the effort to look decent, but seeing that you're going for the ratchet look too, I figured it wasn't worth my time."

"Get off me!" he roared, swatting at the little hero who was clinging to his appendage for dear life. "And what are you, _blind?_ I'm not a dinosaur, you moron! I'm a rhino! I'm _the_ Rhino! And I'm gonna crush you 'til you're nothing but a smear on the pavement!" Snorting defiantly, the Rhino bent his head and charged towards a semi-truck sitting at the intersection, seconds from skewering him like a Spidey sausage. Yelping, Peter dropped to the ground and rolled between his thundering feet just as he crashed into the vehicle and sent it skidding sideways across the pavement. The Rhino whirled around viciously to see Spider-Man bolting across the street, and Peter grimaced slightly as his bare feet slapped against the disgusting asphalt. He would probably have a lovely layer of half-chewed gum, grimy dirt, and deadly diseases caked on the bottom of his feet by the end of this fight. Fortunately, _how_ he was going to end this fight was a more pressing matter to occupy his mind. Maybe if he got him to slam himself into enough stuff like a mindless freight train, he'd burn himself out. There was the issue of collateral damage, however.

He shot a web at a streetlamp and swung to perch on top of the bulb, cocking his head to the side. "Oooh. I get it now. The _Rhino_. With the _horn_ and the _gray skin_ and the _fat hips._ Did you come up with that yourself, or does your mom just hate you?"

Growling, the Rhino snatched up the truck and chucked it right at him. Peter vaulted over it with ease and dropped to the ground in a low crouch, smirking. It was clear his quips were working. He foe was acting reckless and hysterical. Once again, the hefty beast charged towards him, blind with frustration. Peter noticed there was no building directly behind him for the Rhino to crash into, so a different idea came to him. At the very last moment, when the Rhino was cresting over his small form like a towering mountain, Spider-Man sprung off the ground, spun violently in the air, and slammed the side of his foot into the Rhino's face. The kick sent him flying sideways, and his thick body collapsed against the asphalt as he sputtered in pained surprise. As he struck the ground heavily, Peter leapt on to his back, almost laughing at his enemy's enraged stupidity and, hoping to finish him off early, brought his fist down hard against the back of his head.

That...was a bad idea.

"Aack!" he exclaimed, grabbing his knuckles in his hand and hissing sorely. Damn, it felt like he'd just punched a boulder! Guess the Rhino hadn't been kidding when he'd referred to his silly costume as _armor_. Peter shook his hand about irritably and scanned over the gray skin for a soft spot, a weak point. He did not see any. Dubious, he found the area where the Rhino's shoulder bent into his arm, thinking surely the jointed region would be less tensile, and jammed his fingers against it. That only left him with a smarting hand to couple with his throbbing knuckles. What was this armor _made_ out of? It was incredibly thick and seemingly impenetrable everywhere except for the hole cut around his face, making his entire body practically indestructible. It reminded him of another obnoxiously untouchable foe's outfitting that he'd brawled against recently, which got him to wondering...

"Hey thunder thighs!" he called, rapping on the back of the Rhino's head. "Who gave you this armor of yours? Was it the same guy who sent Shocker after me? Did he sic you on me too? Is that why you're trying to kill me? How do you pee through this stuff anyways?"

With a strangled roar, the Rhino forced himself unsteadily to his feet, blood dripping from his lips. Hopping off his shoulders and landing on the ground, Peter stood before the giant once more. He backed up a little ways, sprinted across the pavement, and jumped into the air with his knees bent against his chest before slamming his feet into the Rhino's stomach like a loaded spring. The Rhino stumbled backwards from the impact and landed roughly on his keister, grunting. Spider-Man sprung on to his wide chest and slugged him right in the face, knocking one of his teeth out and sending bloody saliva spattering across the asphalt.

"Answer me! Who are you working for?"

He coughed viciously, then curled his lips into a hideous snarl. "Y-you're going to pay for that, bub." His massive body lurched forward and his hands shot up to grab him, but Peter was too fast. He backflipped off his chest as the thick fingers closed in empty space, and the Rhino's gaze zipped to the skyline.

"Toomes! _Now!"_

Spider-Man was caught off guard as his spidey sense suddenly erupted inside skull. Something to his right was flying straight for him. As he leveled out, Peter aimed his wrist at the building in front of him and jammed his fingers against his palm, watching the bio-cable zip from his web-shooter and hurtle towards the wall. It didn't reach it in time. The unbelievably fast object met him in the air like a bullet, a pair of razor-sharp talons latched on to his shoulders, and Spider-Man was dragged into the sky.

"Nice call, O'Hirn! Just like the old saying: the early bird gets the worm. Only today, the Vulture caught himself a _spider_ instead!"

Peter gasped as he was carried higher and higher into the air. Within moments, the city looked miles below his feet. He clawed at the talons biting into his skin, but their grips were unfaltering. Peter stared up at whatever it was that had snatched him, eyes squinted against the whipping breeze. "What the hell? Who are you? Put me down!"

A wrinkly face with gnarled skin and a pointy nose glanced back down at him, grinning deviously. "Not afraid of heights, are we Spidey?" he cackled aloud as their elevation increased evermore. "I'm certainly not. Good thing too, or all my work on this flight suit would've been for nothing."

The elderly-looking man was wearing a freaking metal _bird_ costume with wings and feathers and everything, while also having what appeared to be thrusters built into his back that allowed him to zip about quickly. It's like these people were just _begging_ him to puke up every corny wisecrack he had in his book concerning their ridiculous wardrobe felonies. He needed to start writing some down for later.

"It's quite the upgrade from the original Big Bird, but _c'mon_ grandpa: aren't we a little old for playing dress-up?" Reeling back his fist, Peter socked his kidnapper right in the stomach, causing him to choke and drop a few hundred feet. He swung back his legs to gain momentum, then lunged forward rapidly, tearing himself free from the powerful talons and doing a completely 360 around the Vulture's face. As he flipped, Peter felt his shirt rip from his shoulders, and by the time he had landed on top of his back, he was left with only his pants and his Spider-Man mask. _Great,_ he thought embarrassedly, shivering as the air blasted against his bare skin. _As if fighting in my cover clothes wasn't bad enough!_

Recovering with a growl, the Vulture dropped the shirt from his claws and leered over his shoulder. "Get off me, freak!" he screeched, and began barrel-rolling like a jet plane. Startled, Peter dropped into a crouch with his hands and feet flat against the metal surface to keep from being ripped from his back. The g-force grabbed at him hungrily as the Vulture spun around and around and around, rocketing back down toward the city. Within seconds, his vision began to blur and his head started to whirl.

"T-too—m-much—sp-spinning!" he managed to whimper, unable to focus enough to sock bird-brain in the spine. He was used to flipping and tumbling high above the city, but this was a bit extreme. Just when he was sure he was going puke, the Vulture's wings snapped open, jarring Peter violently from the sudden halt. He was so dizzy he could barely see straight, but that didn't stop him from noticing the side of the building his head was careening towards. Startled sober, he bent over backwards just as the wall came zooming by, his face inches from his reflection that stared back at him along the windows of the skyscraper.

"Damn, beaky don't mess around," he laughed uneasily as the building finally passed. "So I'm gonna go out on a limb here and guesstimate that you, hippo-hips, and shocky lemon man are all buddy-buddy and working for the same arachnophobic asshole. Am I correct?"

The Vulture banked dangerously close to a apartment complex, clearly still intent on squashing him flat. "Quit running your mouth like an idiot! Do you really want to waste your last moments on earth spouting your usual pointless blabber?"

"I didn't make it obvious?" he gawked, ducking to avoid banging his forehead on a flagpole. "Don't worry, I'm saving my best for last. With my final, dying breath, I'll whisper to whoever's closest: Intersection of 4th and 20th street. Fat guy in a little coat. The password is _Obama yo mama._ Money in the horse. You're adopted."

A feathery elbow suddenly struck him in the chest, causing him to stumble back and lose his balance. In that instant, the Vulture flipped upside-down, and Peter fell from his back with a yelp. The Vulture snagged him by his ankle with his talons before Spider-Man could web-zip away and rocketed around a corner.

"Better start counting your moments then, spider," he chortled, then grinned viciously. "Incoming, O'Hirn!"

As he was dragged upside-down above the street, Peter gasped when he realized what the jungle duo was planning. The monstrous gray mass came into view as they rounded the curve of a skyscraper, sneering at him as they rapidly approached. Spider-Man fired a web from his wrist just as the Vulture released his foot. He free-fell for a few terrifying seconds, then felt the bio-cable grow taught as it latched on to a wall. He arched his body to swing as fast as he could, curling his legs up against his chest. Seconds from what he thought would be a scot-free evasion, a meaty fist suddenly closed around his arm. His heart leapt into his throat.

"Gotcha!" the Rhino laughed, yanking him backwards and snapping his webbing life-line. "I got him, Toomes!"

"Don't let him go! He's a quick little insect, I'll give him that." The Vulture landed behind him, smirking deviously.

"Whatcha' going to do now, bug-boy?" O'Hirn taunted, dangling Spider-Man right in front of his ugly face as he curled his fingers tighter and tighter around his arm. It felt like it was about to break. Peter bit back a cry of agony but couldn't stop himself from grappling frantically to escape. He kicked and clawed and pushed and pulled, but it was fruitless. He was caught.

"L-let me go! Or I'll—"

The Rhino suddenly slammed him against the asphalt, knocking the breath from his lungs. "Why so serious all of a sudden, huh Spidey? Go on, say something funny! We know you want to!" He smashed him into a car, a wall, a light pole, a window, all with merciless pleasure. Within moments, Peter was battered and bloody, hardly able to gulp down a gasp before his body was slung into some other solid structure. _Dammit. He's going to beat me to death!_ His mind veered back to their innocent cab driver, crushed and twisted within the ruins of the smashed car.

Roaring with laughter, O'Hirn slammed him against a brick building and held his limp body above the concrete. Fresh gashes and bruises marred his exposed flesh, and the blood flowing down his back splattered across the wall.

"The Big Man will be pleased to hear that we handled him ourselves," Toomes snickered, licking his crinkly lips. "He made it seem like you would be such a nuisance, but clearly he was mistaken. You're just an obnoxious little brat with a smart mouth. We won't even need the others now. Not until the second part of the plan, anyway."

Peter spat a glob of blood on to the asphalt. _Big Man...I've heard that name before. Along with O'Hirn. A long while ago, I remember. That was the name of that thug, which apparently is also the name of the Rhino. But what does all of it mean...?_

Spider-Man lifted his head weakly. "Hey. Lard-ass. Who's...this Big Man guy? Why's he after me? What...what _others?"_

The Rhino slugged him in the gut with his free hand, causing him to gag. "Quit talking, piss-ant. Information like that don't have no use to a dead man."

Peter chuckled hoarsely, grimacing. "So...you _do_ have information about it then, huh? I'll...have to...look into that."

"Stop toying with him," the Vulture commanded sharply. "You know what to do. You won the bet, so you get to do him in. Get it over with already."

"Cool it, Toomesy. I wanna enjoy this. Don't get your feathers in a ruffle."

Spider-Man eyed the vulture through the lenses of his mask, ragged breaths heaving from his lungs. "I'm with stupid on this one, beaky. I prefer my chicken served cold. But have either of you ever prepared a poultry dinner before?" Peter's free arm shot forward and fired a web-line at the Vulture's wing. The webbing snagged on to one of the metal feathers and tore it from its base. He whipped his hand hard to the left, bringing the razor-sharp feather with it. "You have to pluck it first."

The feather zipped past the Rhino's startled face, slicing a deep cut straight across his sweaty forehead. O'Hirn cried out in agony as he clasped his bleeding face in his hands, releasing Peter's arm and sending him dropping to the ground. Like lightning, Spider-Man rolled along the asphalt to avoid the Rhino's tantrum, shooting off globs of webbing that slapped across the Vulture's flight suit. When he was decently coated, Peter aimed both his web-shooters at the jungle foes' faces. A pair of bio-cables zipped from the slits on his wrists, travelled through the devices, and fastened to O'Hirn's chin and Toomes' nose. With his two middle fingers on both hands, he double-tapped against the triggers on his upper palms. Veins of electricity snaked down the web-lines directly into his victims' bodies, and the evil duo collapsed to the ground, screaming and convulsing in agony. In moments, they were both lying still on the pavement, unconscious.

Peter sat on his hands and his knees, breathing strenuously with his head hung low. He was banged up pretty bad—nothing life-threatening or outlandishly serious, but certainly enough to render him exhausted and in need of medical attention. He could hear sirens approaching from a distance, but was in no mood to have another piss-out with the New York prick patrol, especially when he was hobbling around the streets half-naked and beaten to a pulp.

Sluggishly, Spider-Man dragged himself to his feet and uprooted a lamppost from its spot on the sidewalk. He limped over to the Rhino, knelt down in front of him, and twisted the flexible metal around his fists into a giant make-shift pair of handcuffs. He reinforced it with a thick layer of webbing and also pinned down his legs just in case. That shock wasn't going to keep he or bird-brain out for long, and he didn't want to take any chances of letting them escape. Not after last time's little mishap.

Gripping his aching stomach, Peter fired a web-line at a building, lifted slowly off the ground, and began gently swinging down the road with careful, ginger movements. As embarrassing as it was to be so brutally pummeled twice in a row now, he knew he needed to get to Avengers Tower. Not only to tend to his wounds, but to warn his teammates about the bizarre yet devastatingly powerful super villains that were being funded to kill him. Maybe they could pull some solid information on all of this. He hoped Eddie and Aunt May were okay.

* * *

In matching flashing cars, the police arrived on the scene. The block was a mess of crumbling rubble and smashed vehicles. Shattered glass sprinkled the concrete, and deep potholes soiled the street.

Four men in uniform walked up to the trapped behemoth and the slumbering bird-man, each with guns cocked in their hands. When they drank in the sight, one of them cursed.

"Spider-Man."

A large loading truck was rolled up, and the Rhino was towed inside by a thick chain. The vulture was laid inside the truck as well, and two of the officers sat beside them. The truck pulled away with a burst of exhaust and began bumping its way down the mangled road.

After a few minutes, the Rhino's eyes slid open, and he let out a moan. "Ow...ugh. Aw, damn. Hey. W-where...?"

"Relax," the policeman assured him quickly. "You're on one of the boss's transport vehicles. We're his men. We're taking you back to headquarters."

O'Hirn lifted his head groggily, wiping at the blood caked on his forehead with the back of his hand. He glanced at the officer suspiciously. "You. You're a policeman. You're telling me the police are working for the Big Man now?"

The other officer chuckled under his breath. "Not the Big Man. The Big Man's boss. The Big Man's Big Man. He's got a far-reaching hand in this part of town. He offered us the job right after we joined the NYPD, and he's the one who sent us to pick you guys up." He flashed a small badge, which depicted a red skull with six tentacles.

Toomes sat up beside him a moment later, grimacing. "Well, I'm certainly glad you boys got to us first. Damn that spider brat! No one ever mentioned shock-webs in the briefing."

"You'll receive medical treatment for your injuries once we've arrived, and the boss'll have men repair and upgrade your suits immediately."

The Vulture eyed the policeman with a sideways glance, his long nose crinkled along the bridge. "I'm curious. Who is the Big Man's boss, anyway? Who has enough power to control part of the police force?"

The man snorted amusedly, then lifted his gaze. "You should know how this works already, old timer. We don't say his name."

* * *

 ** _It's getting pretty obvious, isn't it? Yeah, I think it is. Anyhoo I liked writing this chapter a lot more than the next one. Probably because...well, you'll see. Many of you will probably think I'm a psychopath once you finish it, but oh well :P it's kinda true. Hasta la vista!_**


	6. Chapter 6

_Disclaimer: I exclaim while I maim this dame in the flame that when I proclaim that I own not a thing, "this not a freaking game." In all this I disclaim._

 ** _Oh, this? This chapter's for you. Yes, YOU. Right there. Staring at your phone or computer or whatever fangled device ya'll youngins don be usin' these days. Golly gee. I'm leaving for a Colorado vacay in a day and decided I'd post another one since I'll have no wifi up there :) so yep. Uh, hehe, but I gotta kind of warn you guys, this chapter is sorta...how would you put it...? Graphic? Scarring? Intensely disturbing? The more times I read over it, the more times I realize what a freaking evil sadistic monster I am lol. So um yeah heheh...enjoy I guess...? Oh, but there is something cool at the end that kinda excuses my madness so HA. Read it._**

* * *

 _Chapter 6_

The Avengers weren't there when he arrived. In fact, no one was there—the entire tower was vacant of life except for his bleeding, panting self.

He called Tony but he didn't answer. He called Banner, Steve, Natasha, Clint. He even tried calling Thor, although he wasn't sure if he was even in their "realm" of space or whatever. No one was picking up. He asked Jarvis where everyone was, and he told him that they had been contacted by Fury around 3 a.m. that morning for some important mission. All of them had departed over four hours ago.

 _What the hell?_ he thought, a panicky sensation rising in his chest. _Important mission? What does that mean?_ He leaned back against the wall, breathing heavily as he slipped off his mask. _And...why wasn't I called in to help? Why wasn't I even contacted?_

Confusion shifted to frustration, and frustration to exhaustion. How could they just abandon him like this? He was part of the Avengers just like the rest of them—even if he was the newest member. And, well, the youngest. But that didn't give them the right to leave him hanging without so much as a note to tell him what the hell was going on.

He knew he was being childish about the situation, but he didn't care. He was exhausted and hurt and confused and really freaking pissed off. Stumbling over his feet, Peter limped to the couch and collapsed against the cushions, curling his legs against his chest and his hands under his head. He was in a lot pain and still bleeding in a few places, and he knew he should tend to his wounds before doing anything else, but he was too tired to think clearly. He needed some time to rest, to cool off, to let his troubled mind settle, if only for a few minutes or so. That's all he needed. Just a moment of peace and tranquility...

Peter had nightmares pretty often. With the constant loom of murderous foes over his shoulder, the crippling fear for his loved ones' safety, and the PTSD-worthy memories that haunted his past, his mind had a lot of material to work with to torment him as he slept. But _this_ —this particular dream, as he laid alone in Avengers Tower, was something entirely different, something he'd never experience before.

He was standing in a dark alley, cold, alone. And It wasn't just a cold sensation fabricated by his sleeping mind. No—it was _real_ cold, tangible on his skin and in his lungs as he breathed. The wind lapped at his face as it billowed gently by with all the absoluteness of reality. The trash scraping along the asphalt as it caught the breeze sang faithfully in his ears. This didn't feel like a dream at all. The fact that he was even able to stand there and ponder the dream's authenticity without his mind being automatically snapped awake by the realization confused him even more. His head did not feel foggy, his vision was not obscured. Every thought and every image stood out with crisp, sharp clarity.

And yet, just like in any other dream, something felt wrong. Something felt wrong with the air, the atmosphere, the night. Something felt wrong with his mind. Something felt wrong with _him_. He looked down at himself, and realized he was exactly the same as he had been when he'd fallen asleep on the couch: bloody, beaten, and dressed only in his cargo shorts. He reached up and touched his face, which was still mask-less.

 _"_ _Peter Parker..."_

Peter went stiff. His fingers froze against his skin. Peter had heard this voice before, at a time that seemed so long ago, deeply repressed within his memory. His breaths shivered as they slipped from his lips. His eyes were wide in the faint light of the moon.

"Who...who's there?" he whispered to the darkness, rooted to his spot in the alleyway. He couldn't see past the large trash bin squatting to the left. The rest of the narrow passage was vacant of light.

A grisly laugh suddenly echoed from every which way. _"I've finally found you, after all these cold, lonely months..."_

The darkness stirred to life. It crawled towards him ever-so-slowly along the walls, the earth, the sky, moving as organic shadows. A cold bead of sweat slithered down his face. Peter tried to take a step back, but his legs were stiff as stone.

"Who are you? W-what do you want from me?"

The shadows writhed in amusement and purred with laughter. _"Why, I want everything from you, Peter. I want your friends. Your loved ones. Everything you hold dear. I want to take them them from you. I want to consume them. I want to leave you with nothing but your misery and loneliness, just as you left me!"_

Immediately, Peter's vision shifted. He was in a hospital room. He was standing beside the bed as a soft beeping noise sounded from a machine. Under the thin covers, a frail woman lied motionless, asleep. It was Aunt May. She looked like a skeleton. Pale, paper-thin skin was stretched across her hollow cheeks and sunken eyes. Peter breathed unsteadily, stepping closer to her. He reached out to nudge her awake.

"Aunt May? Are...are you—?"

She shot out of bed. Her bony fingers suddenly seized him by the wrist. Peter sucked in his breath and tried to pull away, but her grip was like iron. When her eyelids slowly peeled open, there was nothing behind them but voids of darkness.

 _"_ _Peter,"_ she whispered, her raspy voice sending chills rippling down his spine. _"What have you done to me? Why did you leave me here to die?"_

Shuddering, he shook his head left and right. "No. No, I didn't. I couldn't have. But what's—what's happened to you, Aunt May?"

 _"_ _Why did you leave me, Peter?"_ she repeated viciously. The darkness began to pour out of her eyes, her mouth. It began oozing from her skin and swallowing her in an inky envelope. " _Why did you leave me?"_ It slithered up her arm, down her fingertips, on to Peter's hand. No matter how hard he tried, he could not wrench himself free.

"Let me go! Let me go, _please!"_

 _"_ _Why did you leave me, Peter?"_

"I didn't leave you! I would never leave you!"

 _"_ _Why did you leave me here to die...?"_

Peter closed his eyes in horror, his body quaking. When he opened them again, she was gone. The hospital room was gone. He was outside now. It looked like Central Park. It was warm and vibrant and birds were chirping merrily in the summer air. He gazed around in awed confusion, wondering how his mind could conjure something that felt so real. He didn't realize someone was still holding on to his wrist until it was given a sharp tug.

"Dance with me, Peter!"

Peter glanced to his left, and was surprised when his eyes fell upon the beautiful face of his girlfriend, Gwen Stacy. She was smiling brilliantly at him, her dazzling green irises catching the sunlight and her cheeks hinting two perfectly adorable dimples. She was wearing a pure white dress that flowed with her movements. Her curly blonde hair framed her perfect face as she let out a laugh.

"Come on Peter, dance with me!"

He was puzzled. "Dance?" he asked, narrowing his eyebrows. "Since when have you liked dancing?"

She released his hand and smiled radiantly. "I always have. I just didn't realize it until I got here!" Gwen began twirling around and around, her bare feet slipping effortlessly through the grass all across the surface of the hill. Giggles escaped her soft pink lips, and the frills of her dress encircled her frame like the petals of a rose. Peter watched her leap about with a mixture of confusion and amusement, and he couldn't keep himself from chuckling at her childish joy. Then his laughter stopped. His smile vanished. His muscles stiffened.

"Gwen, you're bleeding."

She giggled. "Don't worry about that. Won't you join me, Pete?"

"Gwen, you're _bleeding._ You're hurt."

Crimson veins were slowly eating through the white fabric. "It's okay, Peter, really! Quit being such a downer and dance with me!"

Peter grabbed Gwen firmly by her arm. "Stop moving around! I'm being serious! You're injured."

His girlfriend stared up at him with a stinging innocence in her eyes. The red was seeping through her crisp white gown and growing wider and wider by the second. "I don't understand why you're so bothered by this."

"I don't understand how you're not bothered by this at all!" he yelled back, releasing her arm and gently cradling her waist in his hands. "Look at yourself!"

Along her midriff, just above her stomach, two identical spots of red were darkening through Gwen's dress and forming streams down the front of her body. The dark stains cut through the purity of her presence like a serrated knife and caused alarm to spike inside of Peter's heart. More white fabric was succumbing to scarlet as it fanned out ever-so-slowly across her abdomen like a hungry wildfire. Drops of blood were slipping down her slender legs and on to the grass beneath her feet. Peter had seen this wound before. Gwen continued staring at him earnestly without a hint of concern in her eyes.

"Gw-Gwen...what is...what did you...?"

"It's okay, Peter," she insisted sweetly, wrapping her arms around his cold, shivering body. "It's over now. I'm in a better place."

"A better place?" he blurted out, pulling away from her rapidly. "What does that even mean? What are talking about?"

Gwen folded her hands in front of her red dress politely, a look of mild amusement on her face. "Don't you remember, Peter? You weren't able to save me. I died because you didn't reach me in time."

"What?"

"The wound was too severe. You tried to help me after the chimera bit me, but it was too late. The poison reached my heart, and I bled out on the floor of your apartment."

 _"_ _What?_ No you didn't! Stark saved you! He gave you an antidote! You're not dead, Gwen!"

"It's okay, Peter. I don't blame you. In fact, I'm happier here."

A figure suddenly materialized behind her. It strolled up slowly and wrapped its arm around her shoulders, a familiar smile spreading across its face. Peter's breath caught in his throat. It was Captain Stacy, Gwen's father, the man who'd been killed by Dr. Curtis Connors after Peter gave him the decay rate algorithm that turned him into a murderous lizard monster. The terrible wound from the Lizard's clawed hand stabbing through his body was still present, marring his uniform with dark red stains.

"Really I should thank you, Peter," Gwen said with smile, blood pooling around her feet. The color was draining from her face. "Because of you, I'm happier now than I ever have been."

"Thanks for reuniting me with my daughter, Parker," Captain Stacy said with a nod. "I always knew I could count on you."

Peter's breathing was growing rapid and shallow. He started backing away, his head shaking slowly from side to side.

"No," he breathed, watching the continuous streams of blood flow down their bodies and leach the life from their eyes. "This isn't—this wasn't supposed to—"

His back suddenly bumped into something. Peter whirled around with a start, and terror instantly seized his throat.

"It's okay, son. By letting us die, you did us all the biggest favor we could ask for."

It was his uncle. It was his Uncle Ben, smiling that same crinkle-eyed, toothy smile Peter had missed so much after he had passed. He looked the same as he had the day Peter had lost him. And yet, seeing his face and hearing him speak at that moment brought Peter no comfort whatsoever. His jubilant grin was betrayed by the bloody bullet wound still streaked across his chest.

"Uncle Ben. I..."

"Thank you, Peter. Thank you for letting us die."

"No, I—I didn't _mean_ to—"

"Thanks, Parker. We owe you."

The red stains on their bodies were turning black.

"Stop it. _Please._ Stop saying that!"

"Thanks, Pete. I love you."

"Thank you so much."

The blackness was consuming them, along with the rest of the world. The sky, the trees, the soft green grass. Everything was being swallowed.

"Please...stop..."

"Thank you, Peter."

"Thank you for killing me."

"Thank you for letting us die."

Peter fell to his knees and slammed his fists against the blackened earth.

"Just _shut up!_ Please...just shut up..."

He sat there on the ground for a while, his back rising and falling unsteadily, his hands shivering beneath his shoulders, his head hung low. He needed to get out of this nightmare. He had to get out _right now._ He tried with all his might to force himself to wake up, straining with effort, but his mind and body refused him. It felt as though his conscience was no longer under his control, like something was crawling through his brain and selectively plucking out all of his worst fears to torture him with, and he was helpless against it. There was no escape. The sound of police sirens slowly became audible in his ears, and with no other option available, Peter hesitantly opened his eyes.

He was sitting before a city in peril. Buildings were on fire, people were panicking as they scrambled about, and S.W.A.T. trucks were screeching along the asphalt and unloading hordes of armed men on to the streets. And Peter realized why. All across the city, everywhere his fearful eyes looked, half-human, half-animal monsters were running about, murdering whoever they could catch. They were the chimeras from Oscorp's experiments, created in an effort to duplicate Spider-Man's powers. The ones he'd eliminated with Gwen's serum. They were alive again, and they were killing his city's people. A man was collapsed on the ground as a cross-species tore into his stomach, spilling his entrails across the pavement as he screamed. A woman lied silently on the ground as her severed leg was tangled in a vicious tug-of-war between two mutated beasts. A new horror was discovered every time his eyes shifted, each worse than the last he'd witnessed, and Peter didn't know how much more he could take.

"Spider-Man! Help!"

Peter couldn't stop himself. He spun around, gasping. His wide eyes fell upon the two little kids across the street, both running for their lives, and his face went white as a ghost.

"D-Dawson? Emily?"

"Help us! Please!"

His hands fell to his sides. _Don't do this to me,_ he pleaded inside his mind. He didn't even know who or what he was pleading to, but he had to do whatever he could to make this nightmare end. _Please. I'm begging you. Make this stop!_

He sprinted towards them, his eyes growing wet. "I—I'm coming! I'm coming!"

They were moments from reaching his arms. Moments from being saved by him. But just as Dawson's tiny hand touched his fingertips, both of them were ripped away from him. It was the giant tarantula chimera. It had gotten to them before he could. They died a gory and terrible death right before his eyes.

He was broken now. Tears were tracing down his cheeks as he watched the monster crawl away, laughing. This was all too real for him to bear. He closed his eyes, a familiar unravelling sensation encompassing his mangled heart. _I can't take any more. Please! I can't take it!_

"Peter! Help us fight these things!"

It was Captain America. He was fending off the chimeras with his shield while also pummeling them with his fists, but they were beginning to overcome him. He needed his help. Wiping his eyes and forcing his mind to recompose itself, Peter ran to his teammate, his arms pumping at his sides.

He reached him as he batted away a group of the beasts with a sweep of his hand. Peter jogged up to his side, ready to aid him however he could.

"I'm here, Cap. What do you need me to—"

Peter's arm suddenly shot forward. His fist struck Steve Rogers right in the chest. Steve froze in shock, clearly not expecting his friend to attack him. Startled by the fact that his arm had acted without his consent, Peter flinched confusedly.

"Oh. Uh, sorry. I don't know what came over me." He began trying to draw his hand back, but it felt like it was stuck to Captain America's body. Puzzled, he wrenched his fist back with all his strength, and was rewarded with a spray of blood splashing over his face. He blinked in surprise.

"What the...?"

Cap glanced down at him with a look of horrified bewilderment. "Peter, h-how could you...?"

Steve had a hole stabbed through his chest. His navy blue uniform was turning purple around the wound. Peter gasped aloud.

"What? What did I—?"

He stared down at his hands. They were drenched in blood. Two identical spears were protruding from his wrists, dripping scarlet droplets on to the pavement.

"No. Not again. Not this again!"

Before he could utter another word, Captain America collapsed to the ground, blood slithering from his mouth and his eyes empty of life. The cross-species began to devour his body.

"Oh no. Oh gosh! Cap! _No!"_

"Spidey! Could use a little help over here!"

Iron Man blasted some of the ravenous beasts away with the repulsors on his palms. Peter's eyes remained locked on the body of his murdered friend as a dark circle began to form beneath his motionless frame. He didn't want to move for fear he would hurt somebody else, but his body suddenly bolted towards Stark without him making it do so.

 _What the hell? What's happening?_

He didn't have any control of himself. His body was moving on its own, as if it was possessed. As he approached Stark, he leapt into the air, his arm cocked back behind his head.

 _What? No! Stop! Tony, look out!_

He couldn't speak to warn him. The only sound that came out of his mouth was a bestial roar as his arm lunged forward. The sound of metal and flesh being pierced echoed in his ears, and he watched in horror as Stark's mask flipped up to reveal his colorless face.

"K-kid...why...?"

Blood sputtered from his lips, and as the lights dimmed on his armor, Tony dropped to the asphalt, chimeras swarming him in a rabid feeding frenzy.

 _No! Tony!_

Without a moment's hesitation, his body took off across the pavement, sprung from the street, and landed on top of Clint Barton. He released a deranged screech, then sunk his elongated teeth into the archer's throat, causing him to scream in agony. He ripped out his neck, and down went another one of his teammates, drowning in his own blood.

 _Stop! Please stop!_

After licking his lips, his rogue body pointed its finger assertively at Natasha, Thor, and the Hulk, who were fighting together valiantly across the way. Instantly, from every crevice and cranny in the street, thousands of tiny black specks began to appear, skittering towards the trio of Avengers rapidly. Peter watched as the specks rushed past his feet, and realized with absolute horror that they were spiders.

 _No! Oh gosh, no! Natasha! Bruce! Thor! Run!_

They couldn't hear his internal screaming. The thousands of spiders reached them and began swarming up their bodies, causing all three of them to scream in terror. They did everything they could to get them off: swatting, kicking, slapping, smacking, and shaking about in unimaginable panic, but there were too many of them. Within seconds, their bodies were completely engulfed, and the last thing Peter saw was the whites of their terrified eyes as they all wondered with unspeakable horror why their friend would condemn them to this atrocious death. Then they were gone—swallowed by the black to be slowly eaten alive.

His city was being consumed. His friends were being consumed. Everything he held dear was being consumed. All thanks to him, Peter Parker. He stared down into a puddle of blood that lay at his feet, and a pair of haunted white eyes leered back at him. What he saw was a demon—a savage, black monster, with jagged teeth and a long, snake-like tongue. It was who he was now, what he had become. The carpet of black was besieging the world now, flooding over everything and everyone like a dark, living wave. All that was around him was being swallowed in shadows.

 _Stop it...please..._

He blinked, and found himself floating above the ocean just as a plane engulfed in flames crashed into the waters. Two petrified faces were pressed up against the windows as the plane sank into the inky black depths far below. They were his parents.

 _I can't take any more..._

He blinked again. He was standing on top of Oscorp Tower as a cloud of milky black fog descended over the city. It was killing everyone who breathed it in. The poison he'd released was fatal to all living beings, not just the chimeras, which included all of the innocent inhabitants of New York. His people. Their choking and gasping and gagging hammered nails into his ears.

 _Make it stop._

His eyes closed once more, tears welling in their corners and sliding down his cheeks. When he finally opened them again, he discovered he was standing in the middle of the city. There were bodies sprawled out all across the asphalt, motionless. The world was almost entirely silent, except for the sound of his own strangled breaths seeping from his lips. He stared around in horror, looking for any sign of life, any small movement or indication of consciousness. There was none. He was all alone.

Peter clasped his face in his hands, fell to his knees, then leered up into the barren, starless sky.

 _"_ _Make it stop! Get me out of this nightmare, please! Wake up, Peter! Wake up!"_

The cold surrounded him once again. The world turned dark, ominous, and windy. He was back in the sinister alleyway, sitting on his knees as the frigid air buffeted his exposed body. Ragged gasps tore from his throat as he wrapped his arms around himself, and tears left shimmering trails as they slid down his face. He was raw, vulnerable, and haunted. His mind was too scarred from what he'd just experienced to summon a coherent thought. Then, jarring him like a knife to the gut, a bone-chilling cackle suddenly sounded in front of him. His skinny form shivered all over, and Peter slowly lifted his gaze, eyes hollow and skin ashen.

 _"_ _Well, it looks like I've consumed everything you love, Peter Parker. I've left you with absolutely nothing, just as you left me. Now, I suppose there's only one thing left for me to consume."_

In an instant, the shadow was on him, engulfing his body in its sticky, organic mass. The inky black monster formed an envelope around his being, denying his eyes moonlight, his muscles freedom, his lungs air. He had felt this kind of helplessness before, back in his nightmare on the hospital bed. Beneath the black demon's grip, Peter was sobbing. There was nothing and no one to save him now. It was his turn to be eaten alive.

And then...it stopped.

All of it stopped. Like a flip of a switch, the nightmare suddenly dissipated into nothing. Peter was no longer in the cold, dark alleyway, and there was no longer a monster consuming his flesh. His mind had descended into a peaceful unconsciousness, and soon Peter was swaddled in deep, dreamless sleep.

* * *

The wall clock ticked rhythmically in the corner of the room. Traffic rushed about lazily on the city streets below. By this time, day had turned to night, and the tower was shrouded in darkness. All was as it should've been, except for the two figures who were occupying the vacant building unbeknownst to the absent Avengers, or the teenager lying on the couch.

The man sat on the staircase munching distractedly on a burrito while the woman stood over Spider-Man's sleeping form, watching him squirm in agony beneath her mercy. Her fingers danced and swirled around his head, shooting red bursts of telekinetic energy into his mind to torture him in whatever ways struck him most critically. At many times in her life, she'd found herself enjoying her ability to enter the mind's of men, to watch them crumble under her power and weep beneath her control. She loved to scour her victims' brains and tweeze through every fear that existed in the deepest crevices of their being to be exploited for their suffering. But at this moment, her work brought her no satisfaction whatsoever. She had not expected this assignment's client to be so pure of heart, and so young. _Spider-Man. Peter Parker._ Watching him suffer so astutely by her hand was almost unbearable, and after several hours of walking through every one of his fears, his mistakes, all the moments of his past that haunted his soul, listening to him cry out in pain and beg whoever was tormenting him to have mercy, she could not longer bring herself to continue. With a sweep of her hand, she released her hold over him, and finally allowed him to sink into the heavy, tranquil slumber his exhausted mind craved. She watched his agonized expression slowly melt away, and let out a quiet sigh.

"I cannot do this anymore, brother."

The man on the stairs glanced over at her, his back against the railing and his mouth full. "What is the matter?" he asked, swallowing and wiping his lips. "You have never stopped before a mission has been completed. You _cannot_ stop. The man said you must do your work every time the Spider-Man is alone. 'Do not grant our enemy a moment's peace', remember?" He said that last part while mockingly imitating their boss's voice, then laughed and took another bite of burrito.

"This is not right, Pietro," his sister insisted sternly, running a finger along Peter's forehead. "My previous clients have all been heartless, greedy monsters from the filthiest corners of this city whose minds disgusted me and whose torment I found great pleasure in. But this one—this Spider-Man. I do not wish to hurt him any longer. He is but a boy, Pietro. And his heart is good, pure. He is not evil as the others were."

Pietro rolled his eyes. "Oh Wanda, my sister," he groused, rising to his feet and stretching his arms over his head. "This is so unlike you. Since when have let your emotions get in the way of the job? You must remember what we are really working towards: _Stark."_

Red snakes of energy pulsed from her hands upon hearing that name. The name that had been burned into their eyes as the pair of them had laid trapped inside their home back in Sokovia many years ago. Two mortar shells had hit their house that day. The first one exploded, killing both of their parents instantly. The second had not gone off, but simply sat inches from the terrified twins' faces, waiting in patient silence to be triggered at any moment. In the two days it took for them to be rescued, one word had been constantly leering at them from the ominous body of the deadly weapon: _Stark._ Tony Stark and the rest of the Avengers were to blame for their suffering, and the twins had given themselves to the organization Hydra to be experimented on and granted inhuman abilities in order to fight their common enemy. They had been sent to America for just that purpose, and were working under a man who shared their hatred for the Avengers. His methods surprised them, though—they were quiet, conniving, sneaky, but at the same time brutal. This man didn't just want to end the Avengers. He wanted them to suffer until they caved in on themselves, not only eliminating them now, but eliminating their entire legacy, their image. The Maximoff twins had grown to admire his sadistic strategy, although it required patience, and undesirable submission.

But this new member the Avengers had recruited— _Peter Parker_. She didn't understand why there was so much spite towards him. She liked him. He wasn't like the others. She couldn't figure out why the boss thought going after him was necessary. It was the others she and her brother wanted to get to, wanted to destroy. Wanda realized in that moment that she didn't want to see Peter die the horrible death she desired for the rest of them. He didn't deserve it. She decided from here on out she would do what she could to keep him safe from their revenge.

"Exactly my point. I will not hurt this boy anymore. Our fight is not with him. We are here to get Stark."

"The man will not be pleased to know we are disobeying him, sister. You know he is not exactly the forgiving type, and we are already on a tight leash."

She smiled innocuously. "The man cannot be displeased with what he does not know."

Pietro laughed quietly. "I suppose not. I must admit, I enjoy seeing a little more rebellion from you. But anyway, if that is how you want it, come now. It is late, and I'm about to pass out on the floor of this hideous tower. Let us find a place to rest for the night."

She gave a small nod as her brother headed down the stairs. She was very tired from stretching her powers so far for such a long time, and sleep sounded heavenly right about now. While tormenting Peter's mind, she had also been constantly injecting the power grid with disruptive energy waves in order to undermine the tower's security system and leave the pair of them undetected. She would be relieved to finally take a breather.

She was ready to follow him out of the building. Just before leaving, however, Wanda turned back to the young man lying on the couch, watching his chest rise and fall with slow, rhythmic movements. The tiniest of smiles crept along her lips.

"I apologize for hurting you, Peter Parker," she whispered, carefully pushing some of his messy brown hair out of his face before tip-toeing to the staircase. "Rest easy now."

She and her brother left the tower just as they had found it: dark, quiet, and supporting the burden of exactly one sleeping occupant.

* * *

 _ **See? I had a reason for being a jerk to poor Pete. Really it was Wanda's fault, not mine. Blame her. :) After watching Age of Ultron I really wanted to find a way to have the Maximoffs in my story but I knew there was no way I could work the plot of Age of Ultron into my story seamlessly, so I just kinda threw them in there with a slightly altered backstory. Hope that doesn't irritate you guys. There's a reason for it though, trust me. :D Thanks again to all you wonderful, encouraging peeps. You are literally the bomb dot com. I quite enjoy the events of the next chapter :)**_


	7. Chapter 7

_Disclaimer: Does anyone even read these_

 ** _Hey so yeah I'm going to post another tonight cuz I'm going to be gone for so long but also cuz I'm a jerk so yeah hehe enjoy :3_**

* * *

 _Chapter 7_

The peaceful sleep did not last long. Pretty soon, his mind was back to its old tricks again, making him shiver and claw at the cushions as new nightmares afflicted him. Thankfully, however, someone soon arrived at the tower to wake him from his purgatory.

"Spidey?"

Iron Man stopped at the bottom of the stairs as his severely damaged armor finished disassembling from his body. Wiping some blood and sweat off his brow, he marched across the room to where the moaning teen lied.

"Kid? Hey, get up. What happened to you?" He gave his shoulders a hard shake, and it took a moment before Peter awoke with a gasp, his eyes wide and bloodshot. In a panic, he grabbed on to Tony's forearm, believing for a moment that he was an enemy and nearly breaking the bone with his iron grip. Stark flinched in surprise and grimaced in pain.

"Whoa whoa, calm down, Spidey! It's Tony! It's me! Just relax."

His shivery gaze fell upon the familiar face. "S-Stark?" Peter panted breathlessly, slowly releasing his hold on his arm. He glanced around and realized he was still in Avengers Tower, where he had crashed after his fight with the Rhino and the Vulture. The sharp pains from the beating the Rhino had served him crept back into his body, and the fear throbbing in his heart settled somewhat. Slowly he laid back down, gripping his forehead in his hand. "I...I'm sorry. I...I was just having—"

"It's alright. I, uh, I get them too." He grabbed a rag off the coffee table and handed it to him. "Guess the kind of stuff we do can get to yah like that."

Peter wiped his brow with the cloth, his breathing still heavy and strenuous. "No. This—this was different, though. Not the dream I had just now. The first one, right after the fight. It was something...it was something _completely_ —dammit, I don't even know how to describe it. It was _terrible_ , and it felt _so_ real, and it—" Peter's eyebrows suddenly furrowed, and he turned to look Tony straight in the eye. "Wait. Where the hell have you been? Where has _everyone_ been? Jarvis told me all of you left in the middle of the night for some mission, and none of you would answer when I called."

Stark rubbed at his temple distractedly, which had a gash that was oozing blood. "Coulson called us in out of nowhere last night. Banner and I happened to be up working on the su—I mean, um, the something or whatever—when we got his message. It was all-out bloodbath when we arrived; they somehow broke into the weapons development unit in S.H.I.E.L.D.'s underground facility in Atlanta and tried to steal a bunch of dangerous tech. We handled the majority of them, but there must be way more out there that we never knew about until now. I have no idea how this flared up again all of a sudden."

"What are you talking about? What's 'flared up' again? Who's the 'they' you're referring to?"

Tony sighed heavily before summoning a reply. "Hydra."

"Hydra?"

"I wouldn't expect you to know who they are."

"No, I—I do. Sorta. I've read about them in history class and stuff. They were that terrorist Nazi organization that Cap helped defeat. Which brings me to the next question: how could they possibly still be around now? I thought they fell apart back during the World War II era."

"They did. But not all of their agents were killed off. Some of them survived and continued their ridiculous pursuit of _world domination_ or whatever, but S.H.I.E.L.D. has always stopped them before they could do any real harm. It's been years since they've resurfaced at all, though. We thought they were dead for good. Guess we were wrong." He sat down on the table and rubbed at his aching shoulders. "There weren't a lot of them, but they were all well-armed. It's still unclear how they were able to break into such a high-security place, or if they got what they were looking for."

Peter sat up against the armrest with effort as his brow remained sharply narrowed. "So why the hell wasn't I called in along with everyone else? Judging from that cut on your head and your half-demolished armor in the corner, you guys obviously needed the help. Did you forget the whole ordeal where I became an Avenger and all that? I have a membership card and everything."

Tony scratched the back of his head as his eyes wandered to the floor. "Well, er, yeah. About that. I thought—well, Coulson knew you had just been in a big fight and stuff, so he didn't think it was a good idea for you to have to strain yourself any further that day."

"The fight happened _after_ you were all called in. I came here around 9 a.m. and everyone was already gone."

"Oh. Really? Well, uh, he must've been referring to the one that happened earlier. Between you and yellow sparky boom man. You got pretty banged up after that one too, right?"

"Coulson knows I take hardly any time to heal. And even if he thought that was the case, he would've called and asked me, or at the very least _informed_ me of what was happening." Peter shot him a puzzled look. "Seriously, Stark. What the hell is going on?"

Puffing out his cheeks, Tony rubbed at his tired eyes, and the bridge of his nose scrunched up in aggravation. Finally, he released his face, a small chuckle escaping him. "Alright, alright. It was _me,_ okay? I told Phil not to call you in with the rest of the team. Yah happy now?"

Peter was taken back at his words. "What? _Why?"_

He rested his chin against his interlaced knuckles, sighing loudly. "Look, kid. You're an incredible hero. You're braver than any guy I know and a hell of a lot more selfless than anyone else on our team. But, uh—you see, you've been dealing with tons of street crime for the past few months rather effortlessly, and that's great. We all know you're good on that front. But I dunno. I guess...I just wasn't sure if you were ready to go against something like this."

Peter couldn't believe what he was hearing. "Wait, _what?_ Please tell me you're joking, Stark. Like, seriously? Has the whole thing where I saved the city from man-eating monsters and deadly diseases slipped your mind? Or when I broke into Oscorp with that lunatic Deadpool and helped all those prisoners escape? Or when Black Widow and I snuck on to the Helicarrier and stole the 'Project Chimera' file that helped us stop them from killing everyone? Why would you ever think I wouldn't be ready for anything _anyone_ could throw at me after all the hell I've already been through?"

"You've met Deadpool? I mean—whatever. Look, Spidey. When you think back to all of those instances, you can't help but realize something: every time, you've barely escaped with your life. Especially when you tried to, you know, _kill_ yourself in order to save everyone else." Tony suppressed a shudder as he thought back to that day, when Peter's heart had stopped from the chimera venom and the Avengers had to take drastic measures in order to revive him. The young hero had been in so much pain throughout the entire episode that he'd begun to beg them to kill him just to put him out of his misery. As strange as it sounded considering his normally passive character, he couldn't bear the idea of Peter being in a situation like that again. He tried not to let it show too translucently through his words, though. "If Banner wasn't so damn smart, you'd be in the ground right now. And I can't help but think that that's because of how you're wired: you place everyone else's well being above your own. It's the quality of a true hero, no doubt, but it's also a quality that has me—has _us_ —really worried about you. Do you understand where I'm coming from?"

"You think I've got some kind of death wish and that I'll jump in front of the first bullet that comes flying our way?"

"No. I'm saying that I don't think you understand how significant you are, and that you tend to overestimate what you can handle on your own. It would be a harsh blow to New York if you were lost: crime rates would spike, the police would actually have to get off their asses for a change, and the city would be a darker, uglier place. And your family and the team really need you. I told Coulson not to tell you about it at all because if you knew about the mission you'd come whether or not we said you could, no doubt. I'm just trying to make sure you don't get yourself killed."

"I don't know if you realize this, but I kind of enjoy me being alive too! Just because I put others before myself doesn't mean I _want_ to be killed! But besides that, sacrificing ourselves to save innocent people is something we have to be willing to do! You should know that better than anyone! And what the _hell?_ What do you mean by—I can handle myself in any situation! You _know_ that, Stark!"

"You've been lucky, Peter! That's the only reason you're still alive. You might have powers and be a decent fighter, but that doesn't mean you're ready to get involved with something like Hydra. Fury only just found out that _they're_ the ones who orchestrated the chimera operation inside of S.H.I.E.L.D. and Oscorp, all while going completely undetected up to this point, which means that they're a way bigger threat than we ever imagined and far too dangerous for someone like you to handle. I told Coulson my concerns about you, he told the rest of the team, and they all agreed. We can't authorize a team member who we don't feel is fit for a mission to join the operation. It's nothing personal."

"Like hell, it's nothing personal! I'm an Avenger just like the rest of you! And being an Avenger means there's going to be serious danger wherever I go, but that I'm more than capable of facing it head-on! You're treating me like I'm some stupid little kid who would drop dead the second I stepped foot out of New York!"

"Well you're definitely _acting_ like a stupid little kid if you don't get what I'm trying to tell you! And newsflash, Peter Parker: you _are_ a kid! You're seventeen years old and don't have enough experience to get into something as serious as this. I just don't want to see a teenager like you throw away your life. I mean, look at yourself right now—you're severely injured just from tackling _street crime._ How could you expect me to let you fight Hydra when you can barely handle that much?"

Peter bolted from his seat on the couch. "You're not my _dad,_ Stark!"

Tony flinched with sudden embarrassment. "What? Where the hell would you get the idea that I was—?"

"Forget it," he snapped, shouldering Tony out of the way as he marched across the room. He snatched his Spider-Man mask off the ground and pushed open the window. "I can't _believe_ how stupid you are. You have _no_ idea what I'm having to go against right now, yet you have the _gall_ to accuse me of being inexperienced? Having my aunt spew all that crap at me is bad enough—but now _you?_ You're all just making things worse."

"Wait a minute, Peter," Stark said, speaking in a gentler tone as he rose to his feet. "I wasn't trying to piss you off, alright? And I'm not trying to be like _that_ either. I'm just looking out for you."

Spider-Man pulled his mask over his face. "Well, _stop_ looking out for me. I can handle myself. If you're needing something to look after, there's plenty of animals up for adoption at the shelter downtown. Buy yourself a puppy."

Stark sighed irritably. "Peter, just hold on a sec—"

Spider-Man was out the window and soaring above the city before he could finish, his injuries stinging in the wind and anger boiling in his blood.

* * *

 _What an asshole. What gives him the right to have me booted off a mission? That's for Fury or Coulson to decide! And no one even discussed it with me before they all agreed that I'm somehow not qualified to do what the rest of the Avengers are all doing! At the very least they should've told me what was happening instead of just leaving me in the dark..._

 _And what the hell is wrong with them? They—they_ _think I'm a child! All of them do! I don't get it. The Avengers suddenly decide to start treating me like a kid_ after _I save all of their asses multiple times, not to mention the whole world's ass? This is absolutely ridiculous._

Peter landed flat against the side of a building, his fingers curled furiously against the glass. His breathing was heavy and his heart was hammering against his ribcage. He just couldn't believe they were doing this to him! Even though he probably wouldn't have even _wanted_ to go on the dumb mission, the fact that they hadn't even given him the choice because they thought he "wasn't ready" for Hydra was so unimaginably ridiculous! What more did he have to do to prove himself to them?

He was surprised how angry this was making him. He _hated_ to admit how much something this stupid was upsetting him. At the same time, he couldn't bring himself to just let it go. Originally, Peter was sorta forced into the Avengers Initiative in a time of crisis, and now he couldn't imagine being excluded from them. He felt like he needed them—and _they_ needed _him._ At least, he thought they did. In the short time he'd been on the team, he'd certainly helped a lot and proven he could hold his own, hadn't he? Was he really viewed as some kind of headstrong moron whose good morals were going to get him killed?

In that moment, something buzzed in his pocket. He reached inside and pulled out his phone, which had five missed calls and three voicemails. He clicked on the last one and held the phone up to his ear.

 _Peter? It's—it's me again. I know I'm not supposed to worry about you, but you hardly ever stay out overnight. I just want to make sure everything's fine, okay? Please call me as soon as you hear this. I'm making pecan pie for dessert tonight. I...I love you. Please call._

Puzzled, Peter checked the date on his phone. What the— _June 28th?_ He had slept through an _entire day?_ He hadn't been _that_ hurt from the fight, had he? Then he remembered the torturous nightmare that had plagued him for hours on end, and how he couldn't make himself wake up from it. Could that have been the reason he'd been out for so long? All throughout his sleep it had haunted him, throwing his worst fears in his face over and over again all while feeling so terrifyingly real...

With a shiver, he forced the thoughts from his head. He couldn't bear to think about that any longer. It was far too much for him to comprehend right now, or at any time for that matter. He had to focus on something else. As luck would have it, his phone suddenly rang in his hand, startling him a bit. He looked at the screen and saw it was his aunt calling for the sixth time since he'd been gone. She was probably very concerned by this point. He'd been missing without word for almost an entire day now, and the last place his aunt had seen him was running off to fight a giant murderous freak man. His finger hovered over the the little green "answer" button, but he stopped himself. She was just like the Avengers, wasn't she? Stressing and worrying and _spazzing out_ over him for no reason. Why didn't they trust him to take care of himself? He was smart—a genius, more like—and had incredible powers to protect others and himself with, yet all they seemed to see him as was a boy getting himself into trouble. He had never felt very persecuted about his young age until now, and it was immensely frustrating. Already he was sick of it, and he realized he would have to prove everybody wrong about himself _again_ so that this stupid phase would end as soon as possible. With a flick of his thumb, he ignored the call, then shoved the phone back into his pocket.

Beating up idiots always seemed to cheer him up and help him think, so he decided to go on an early morning patrol of the city. Just as he leapt off the side of the building, however, he felt his muscles throb with pain. Peter hissed between his teeth and landed hard on top of a streetlight, then groaned as he dragged himself to a crouched position. His injuries from yesterday's fight weren't all the way healed yet. There was no way he could zip around town looking for a fight in his shape. Guess baddie butt-kicking would have to wait. Then he remembered—today was Monday. He was supposed to meet up with Dr. Maes at 8. Was it really a good idea to go though? What if it was some kind of trap? He hadn't seemed like that kind of man, but Peter couldn't help but be a bit paranoid. Banner wasn't around to help him now though since he was off on the Hydra mission with the others, so it was either get answers with Maes or get none at all. After debating it in his head for a moment, Peter sighed. Pressing his fingers against his palm, he fired a web across the street, then took off down the road, his movements rigid and hesitant.

Maes Rowell sat at his desk with his face against his fist, eyes closed and breathing slow. His house was silent besides the quiet ticking of the small clock hanging on the wall. He had dozed off after sitting there alone for almost three hours now.

 _Tap tap._

His eyes slipped open. Maes raised his head and glanced around, puzzled. Where had that sound come from? Perhaps he was just imagining things.

 _Tap tap tap._

He spun around with a start. To his surprise, sticking to the window outside of his apartment was a severely beaten young man wearing nothing but a mask and tattered cargo shorts. He gave a skittish little wave, and Maes couldn't decide whether he should laugh or be concerned as he walked across the room and pushed up the window.

"Uh, hey there, Peter," he said amusedly. "Am I right to assume this is your usual mode of entrance?"

"Sorry. I didn't have any cover clothes and I would have had to walk through the lobby either as a half-naked Spidey or a half-naked Peter Parker. Neither sounded very appealing, so I chose a more discreet route."

Maes shut the window after he stepped inside the apartment. "Hate to break it to you, but I don't think anything pertaining to a guy named Spider-Man who swings around in a red and blue leotard can ever be considered discreet."

After a moment of hesitation, Peter peeled off his mask and ran his fingers through his hair. "Well, not when you put it _that_ way."

Sporting some white scrubs and a pair of thick glasses, Maes Rowell offered him a genuine smile. "I'm glad you decided to show up. To be honest, I was kinda expecting you to bail on this."

"I wasn't so sure I'd come myself. I guess I'm just tired of not knowing everything about who I am. Or, y'know, _what_ I am." Peter rubbed irritably at his forehead. "And I needed to get away from some other crap that I'm not in the mood to deal with right now."

Maes nodded knowingly, smart enough not to ask him about it, then pulled a stool out from under his desk. "Well, I say we get this over with already. I noticed you have some injuries that need some attention, so how 'bout we start with those?"

Composing himself, Peter slowly sat in the chair, praying that he wasn't making the worst mistake of his life by letting this doctor look him over. Major consequences would arise for both of them if it was discovered that Maes was helping him out, or that he knew his secrets. He hoped he could trust him to keep quiet.

Dr. Maes slipped on some gloves and gently took Peter's arm in his hands, eyeing the deep bruising all the way around his wrist. It looked like someone had tried to break it. He kneaded softly at the purple flesh and felt Peter flinch beneath his touch. "It's not broken, although it looks like it was very close to being." His gaze shifted to look at his back, which was littered with blackish-green splotches and raw, scabby lacerations caked with dry blood. Maes' eyes softened. "Who did this to you?"

"Two freaks I fought right after leaving your office yesterday," Peter explained, struggling not to groan as the doctor pressed against a tender spot on his shoulder. "One was dressed like a rhino and the other a metal bird."

Maes blinked in surprise. "Oh. I think I heard something about that after I got home in the evening. They really did a number to that strip downtown. I didn't realize that you were the one who defeated them."

"I think 'defeated' is a bit too strong of a word. It wasn't exactly a simple hit-and-run kinda fight. They might've looked ridiculous, but they had some impressive tech. The Rhino was almost like a jungle-themed copy of the Hulk, with impenetrable skin and super strength, and the Vulture could actually fly with the suit he had. Somebody with crazy funding and a serious grudge against their friendly neighborhood Spider-Man must be equipping these bastards and sending them after me."

"I didn't know you had so many enemies. How come you didn't get help from your Avengers friends?"

When Peter didn't answer, he realized he must have struck a nerve, and decided not to pry further. Clearing his throat, Maes went about tending to the rest of his injuries, dabbing stuff here, sticking things there, and leaving him looking like a patchy mummy once he was finished. When that was all taken care of, he clapped his hands together jubilantly.

"Alrighty then. What would you like me to look at first? I can't guarantee that I'll be able to figure out everything that spider venom did to you, or how it all works inside your system, but I'll do what I can."

Unsure where to begin, Peter stared down at himself. "I, uh...I don't know."

"Well, let's see. You can climb walls like a spider, correct?" Maes asked, crouching down and holding Peter's hands upright against his own. "Do you know how that works?"

"From what I can tell, I have these tiny hairs on my palms and on the bottoms of my feet. They hook into surfaces and allow me to stick to stuff."

Dr. Maes held Peter's palm up close to eyes, turning it every which way and poking at the skin experimentally. "Extraordinary. The epidermis of your palm is covered with thousands of scopulae, just like that of a spider's." He scooped a magnifying glass off the table. "Each one even has its own individual setules! This is incredible! You weren't kidding when you said you were actually part spider."

"And you weren't kidding when you said you were a geneticist," Peter chuckled, watching him pour over his hand with tedious interest. Dr. Maes' eyes traipsed across his palm diligently, then he flipped his hand upside down. He flipped it back upright, then back over again, and raised his eyebrows.

"Well this is interesting."

"What? What's interesting?"

"You said you only have the hairs on your palms and soles, correct?"

"Yeah."

Dr. Maes inspected the skin all the way up the length of his arm, and an intrigued smile spread across his face. "Well, it looks to me that you have them all over your body."

"I do?"

"I think so. They appear to be retracted beneath your skin inside individual hair follicles."

Peter blinked. "I didn't know that."

Maes scratched at his beard. "I wonder...have you ever tried to—I don't know how, would you say it—activate them? Unsheathe them? Maybe the one's that aren't on your hands and feet are like cat claws and you have to make them work by thinking about it."

"I didn't know about them until now, so I guess I've never tried."

The doctor glanced around for a moment, then snatched a glass plate off his desk. "Here, try to make this stick to your arm." He grabbed him by the wrist and stretched his arm out to its full length.

"Shouldn't I practice with something less breakable?"

"Nonsense! Just try it." He placed the plate vertically against his forearm and let go of it. Immediately it crashed to the floor and shattered into a million pieces.

"Whoops. That's fine. Let's try again with this." He scooped a vase off the table, and Peter let out a laugh.

"How about instead of destroying more of your nice stuff, I use something more sturdy," he suggested, "like this book. And this time, _I'll_ hold it."

"Good idea. Sorry about that, I guess I just forgot how exciting genetics can be."

Chuckling, Peter picked up the book and laid it against the side of his arm. He seriously doubted he'd be able to make something stick to himself anywhere besides his hands or feet, but it wouldn't hurt to give it a try. Despite feeling kind of silly, he tried hard to concentrate on the skin of his forearm. _Think sticky thoughts._ He imagined the little hairs growing from his flesh and grabbing on to the book like tiny hands. And he swore he could almost _feel_ them.

Then he let go. He expected to hear a _whump_ against the floor a moment later, but none came. Realizing he had his eyes closed, Peter opened them and stared down at his arm. To his shock, there sat the book, sticking parallel to his skin like metal on a magnet. Dr. Maes gasped aloud.

"It works! I was right! Oh wow, I can't believe it!"

"Whoa. That's so weird," Peter gaped, moving his arm around and watching the pages flip open, yet the book stayed in place. He imagined the hairs retreating back into his skin, and down the book fell right into his outstretched hand. "I can't believe I never knew about. And these are all over me you said?"

"That appears to be the case," he exclaimed, tracing his magnifying glass all along his back and neck and face. "Extraordinary! You are truly extraordinary!"

"Thanks," he laughed somewhat embarrassedly. "I guess that's one way to describe having spider hairs covering your body." It intrigued him that even after having these powers through the past year there were still new abilities lurking beneath his flesh that he had yet to discover. He wondered if that should excite or terrify him.

"Now what should we look into? Oh, the possibilities are endless!" Enthusiasm sparkled in his eyes, and Peter snorted under his breath.

"Well, my wrists shoot webs," he hinted carefully, removing his web-shooters and holding his arms out for him to see. The doctor was on them instantly, his magnifying glass mere inches from his skin.

"Incredible! There are spinnerets inside this slit in your wrist, which are connected to a web-fluid gland concealed beneath the skin!" If it was even possible, Maes' face got even closer to his arm, his brow furrowed with interest. He pulled a light from his pocket and shined it over his skin. "There also appears to be some kind of...projectile appendage? It's deep inside your flesh it looks like. Perhaps it's some sort of a retractable defense mechanism?"

Peter went stiff. His fingers grew cold, and his veins felt icy. He knew what the doctor was seeing, but he didn't want to believe it. He thought after he conquered The Other that they had disappeared, but apparently he was wrong. With effort, Peter swallowed the lump in his throat, his breathing unsteady. "They're, uh...yeah. Defense mechanisms, I guess. They're like...spears. Or stingers. Stingers coated with a poison...that paralyzes whoever they touch."

"Wow! That's amazing! I've never seen you use those in battle before."

A small chill crawled up his spine. "I can't unsheathe them at will. It only happens when I'm really...really upset."

Maes blinked in surprise. "Really? Well, I'm sure with a little practice, we can get it to where you can activate them on command, and then you can start using them to fight against your enemies in—"

"No."

"Huh?"

"I don't want to use them."

Maes was taken back. "Why not? Your body obviously created them to defend yourself, so it'd probably be in your best interest to—"

"I'm never going to use them _ever_ again."

Dr. Maes realized there must be greater reasoning behind all of this. Peter's eyes had become haunted, and his hand was cold against his own. Immediately he released his wrist, and his blind enthusiasm faded. "Alright. That's fine. Why don't we wrap up for today, huh? I think we've both had enough excitement for one day."

Peter raised his eyes to meet his gaze, grateful for the doctor's keen empathy. "Oh. Okay. You're not going to look at my blood or anything?"

Maes shrugged. "I mean, I can. If you're okay with that."

Peter nodded slowly. "I think that would reveal the most about my biological makeup." He forced a reluctant grin to try to derail the tension he had caused. "If, uh, if I really want to know exactly what kind of freak of nature I am, I need you to look at my DNA."

Somewhat surprised, a reserved smile pulled up at the corners of Dr. Rowell's lips. "Okay then. Give me a second." He left for a moment then returned with a small vial and a needle. He took Peter's index finger in his hand and gave the tip a sharp poke, making him wince, then squeezed out a few drops of blood into the tube. After sealing the cap, he secured a tuft of cotton against his bleeding finger with a bandaid and placed his hands on his hips.

"Alright, you're all done. I'll run some tests on it and see what turns up. Just stop by next Monday and we can go over all the data together."

"My finger has a heartbeat," Peter whined, rubbing at the sore spot distastefully. "But other than that, thank you. You're doing me a real favor."

"No problem. I suggest you rest up a while before you go looking for another fight anytime soon. You might have said you have a healing factor, but that doesn't mean you're invincible. Take it easy for a spell."

Peter nodded obligatorily, knowing well he'd probably be back to kicking ass and taking names by that night. "See yah later."

After graciously accepting a t-shirt to borrow from the kind doctor, Peter slipped his mask into his pocket and dropped down to the sidewalk below the apartment. He knew he'd tear his bandages apart if he tried to swing home, so he decided to try walking for a change. The casual check-up had helped him cool off and start thinking a bit more rationally. Perhaps he had overreacted a little with Stark back at Avengers Tower. Maybe he had alternative reasons for not letting him go on the mission that he was keeping from him. At least, he hoped that was the case. He would address that later. As for Aunt May, he knew ignoring her calls and making her even more worried than she already was was totally unfair. He needed to make things right on that front as soon as possible. As luck would have it, his phone began to buzz inside his pocket right that moment. He answered it on the first ring.

"Hey, Aunt May. I'm really sorry for not answering you sooner. I'm coming home right now."

To his surprise, there was silence on the other end. Peter's footsteps slowed.

"Uh, hello? Aunt May? You there?"

 _Hello, Peter Parker._

He stopped dead in his tracks. A ball of ice formed in his stomach.

"Who—who is this? Where's Aunt May?"

 _She's here. She is fine._

His hands were shaking. His heart was pounding like a mallet against his chest.

"What...what do you want?"

The stranger on the other end took a moment before responding. Their voice carried a quiet and eerie softness.

 _You are in danger, Spider-Man. I am here to warn you._

* * *

 _ **Told you I was a jerk hehe :D But the world is a jerk to me because I won't be able to see Ant Man for 2 more weeks cuz of my vacay so you all have to suffer with me muhahaha...Lol I'm just kidding, I'm sure you all aren't THAT hung up on this story as I am on FREAKIN ANT MAN GAWSH WHY MARVEL I WANT TO SEE IT SOOO BAD. Anyway I gotta cry myself to sleep now cuz I have a 6am flight and it's currently almost 1. Laters ;P**_


	8. Chapter 8

_Disclaimer: Like seriously_

 ** _Back from church camp which was AMAZING. Lol and I now realize I kinda led y'all on in the ending of the last chapter...hehe. Hope you enjoy this one anyways :)_**

* * *

 _Chapter 8_

 _Twelve hours earlier_

"They were defeated as well, huh?"

A large man stood by a wide window, watching his city purr chaotically far below. A glass of red wine rested delicately in his palm, which he swirled about and took a small sip from.

"Spider-Man is a more formidable adversary than I initially predicted," he mused, drumming his fingers against his leg. A grin spread across his face. "But I suppose that makes our efforts all the more worthwhile."

 _He took a pretty harsh beating from the pair, though,_ Lincoln assured him through the phone. _Toomes and O'Hirn alone almost overpowered him. Just imagine when we add the others into the mix._

"The others are still being developed as we speak, so it might take a little more time before they're battle ready. My remaining ally inside Oscorp has provided my scientists with some new specimens developed during their bioelectric energy studies, so Maxwell's transformation should be happening soon enough. My team is also helping Beck create new formulas and instruments for his theatrics, and after our little visit to S.H.I.E.L.D's weapons facility in Atlanta, Otto has everything he needs to complete his devices. Soon enough, everything will fall into place, and my team will become _unstoppable."_

It was a beautiful thing he was creating: a group of purposefully designed assassins suited to eliminate anything that got in his way. He couldn't wait to test them out on Spider-Man, although now that he had survived the second wave of attacks, he wanted all the more to drag this out for as long as possible, to enjoy it, to savor every second of his enemy's despair, which caused his eyes to wander to the glass box sitting in the center of the table.

"With the rest of the Avengers busy dealing with the other troubles we're stirring, Spider-Man is exposed. I sent out the twins not long after the fight began. From what I've seen our 'Scarlet Witch' do thus far, she has a truly astounding gift for torture and insight. I ordered her to try and follow Spider-Man after the battle and to reap his identity from his mind. Once I have that information in my grasp, the possibilities for breaking him down piece by piece are truly endless. Add that to the fact that she'll also be tormenting him constantly in every way she knows how, Spider-Man will be _nothing_ by the time my team is ready."

 _Might I ask why you don't have her just kill him in his sleep?_ Lincoln inquired.

"Like you said before, Tombstone: our people don't just want him dead. We want him to suffer for the crimes he's committed against us. Killing him that way would be far too merciful. By the time we're through with him, we want him to be _begging_ for death." He grinned savagely. "I eagerly await to hear all that the twins have to report."

Tombstone bit back his irritation. Why the hell couldn't they just kill the bastard whenever they had the chance? He wanted Spider-Man to suffer more than anybody, as it was he who had destroyed his life's work, but he was more than ready to see the body by now. All this extra stuff his boss was tacking on was childish and dangerous. He wanted this to be over already so they could focus on rebuilding their empire. Still, he kept silent.

 _Shultz's suit has been repaired and upgraded, and O'Hirn and Toomes are being dealt with at headquarters. I'll keep you updated on their progress._

"And I'll keep you posted on the development of the rest of my pawns. Stay in touch."

 _Yes sir._

Hanging up the phone, the man found himself alone once again in his quarters. Alone, except for the creature writhing inside the box in the center of his table. He strolled up to the glass container, watching it roll and squirm with sluggish movements. With his thumb and forefinger, he plucked a chunk of steak off his plate and slipped it under the lid. Instantly, the black sludge devoured it, striking like a serpent and ravenously swallowing the meat. He watched the creature feed with fervent excitement, his fingers weaving together against the dark wood.

"Patience, my venomous friend. Your time will come soon enough."

* * *

A trail of bloody bandages followed the teen as he flew like lightning above the city. He didn't care that he looked ridiculous. He didn't care that every movement hurt like hell. The only thing that mattered to him in that moment was his aunt's safety.

Somebody he didn't know had called him on Aunt May's phone. She knew who he was, and she was at his house right now. She claimed that May was fine and that she was only trying to warn him of something, but he didn't give a damn. He just needed to get home. He _had_ to get home.

By the time he arrived in his neighborhood, he was exhausted and desperate. When his apartment finally came into view, he dropped from his web and scrambled like a madman on to the porch. He burst through the doorway and stumbled into the house, sweating and gasping and his head swiveling from side to side. He ripped his mask off his face. "Aunt May! Are you here?"

No one answered. Fear and anger burned in his chest as he sped down the hall. "Whoever's in this house, if you don't show yourself _right now,_ I'm going to—"

He went stiff as soon as he stepped into the living room. A body was laid out on the couch with a blanket spread over it. He could see a head with wispy gray hair peaking out at the end. He was at her side in an instant.

"Aunt May? Aunt May, are you okay?" He carefully rolled her head to the side and saw that her eyes were closed. She was unresponsive. "Answer me! What happened to you? Who did this this to you?"

"Calm down, Peter. She is only asleep."

Peter whirled around. A woman was standing in the doorway of the kitchen. She didn't look that much older than him. She had long, copper-brown hair and wore a black dress with a red bomber jacket on top. Her fingers were embellished with intricate rings and black leather cuffs encircled her wrists. She had dark, mysterious eyes that appeared fearful yet strangely soft. Peter's hands curled into fists.

"Why won't she wake up? What did you do to her?"

"I hypnotized her. So she would stay asleep."

"What the _hell_ does that mean? Did you drug her? Did you _poison_ my aunt?"

"No. I did not."

"Who are you? Why did you break into my house?"

She took a careful step forward, holding her hands out in front of herself. "Just allow me to explain."

"Tell me why you're here!" he shouted, striding towards her. She had about three seconds to talk before he started beating an answer out of her.

"I just wanted to help," she stated offendedly. Strange red flares were sparking from her fingers. "I needed to speak to you alone. Without my brother or anyone else around. I did not know how else to contact you."

"Ever heard of emailing? Texting? Sending a damn letter? How did you even find this place? How do you know who I am?" He stopped right in front of her, poised to attack. "Who the _hell_ do you think you are?"

A blast of energy suddenly struck him in the chest, sending him flying backwards and crashing to the floor. At the same time, a wave of horrible images flashed through his mind, the same images that had haunted him the night before. It only lasted an instant, but left him shell-shocked and gasping on the carpet. He tried to get up, but it felt like something was weighing on top of him and keeping him from moving.

"Stop yelling," she commanded sternly, holding out her hand as she walked to stand over him. "Listen to what I have to say."

Peter's chest rose up and down as he fought to catch his breath. "The nightmare," he coughed, blinking his eyes rapidly. "I—I saw it. But how could—does that mean—are you the one—?"

"Ask one more question without giving me time to answer and I choke you," she snapped, placing a hand on her hip. "You are starting to make me regret sparing your life."

"Then start talking! Explain everything that's going on! Like the fact that I can't move!" He fought to lift his heavy limbs from the floor, but the red light shrouded around his body seemed to be holding him still. The woman took a slow breath before continuing.

"I have powers. I can manipulate energy and use it to my advantage. You were freaking out, so I am using my powers to hold you there until you calm down."

"I am calm," he growled under his breath. "But how did you expect me to react to finding some psycho lady in my apartment who broke in without permission, knocked out my aunt with her freaky mystical powers, and called me like a creep on her cellphone?"

Her eyebrows were knitted crossly. "I did it because I had to tell you about the people who are trying to kill you."

"A lot of people are trying to kill me. Still debating whether or not you're on that list."

"If I had wanted you dead you would already be. Back in that ugly tower, as you slept on the couch."

Peter let his head fall back against the floor, giving in to the fact that he wasn't going anywhere anytime soon. "So it _was_ you, then. You're the one who tortured me with nightmares for an entire freaking day and wouldn't let me wake up?" He was partially glad that they hadn't been some freakish concoction of his own mind, but at the same time was unsettled by their true source. He swallowed painfully, his voice shaking. "You're sick and cruel, you know that?"

"I assure you I did not want to do it. It brought me no happiness to see you in pain."

"Then why did you do it? And how were you able to make it all so...personal? So realistic?"

The woman sighed quietly, then sat down on the floor beside his head, rubbing at her hands as they rested in her lap. "I was, um...I was told to do it. By a powerful man. The man who hired my brother and I after our experiments in Sokovia. That is why we have powers, and how I was able to hurt you like that."

Peter understood about 23% of the words coming out of her mouth, but a certain phrase stuck out to him. "Hired you? Are you telling me some other jerk wad out there knows who I am too?"

"No. Just myself. The man told me I needed to find Spider-Man and torment him to the point of madness." Her voice fell slightly. "He also wanted me to figure out all of your personal information. Identity, loved ones, home address—I am able to extract it from inside a person's mind. That is why I know everything about you."

"Well, isn't that...disturbing," he murmured. "Does this boss of yours come off to you as the raging, pervert, stalker-type? 'Cause that's the vibe I'm picking up."

"You do not understand. He is _dangerous_. He sent me to hurt you, and he wants to know about you so he can hurt you even more." Her gaze dropped to the floor. "I have helped him hurt lots of people, Peter. I have helped him tear people's lives apart. I'd prefer not to see the same happen to you."

Peter eyed her suspiciously. "Why not? What's so special about me?"

Her unreadable facial expression remained unwavering. "You are not like the others. They had darkness inside of them and deserved to suffer. Your heart is good and your values are pure." She fiddled with her rings as she spoke, making them float off her fingers and spin through the air. "I suppose I am not one to talk, but after clawing through the minds of so many terrible people in service to my boss, I can easily distinguish a good man from a bad one. And from what I saw in you, I know you have already been through a lot of pain in your life, even though you are still young. It did not feel right to make you hurt more."

Peter chuckled resentfully. "Well, I hope you aren't expecting a thank you out of me."

"Every other person the boss has ordered me to finish I have, except you. I showed you a mercy no one else has been offered. All the rest I have tortured to the point of insanity. So yes, a little gratitude would be appreciated."

" _Love_ to break it to you: you aren't getting any out of me. If it wasn't painfully obvious to you by now, let me be clear: it's not healthy to expect people to thank you for _not_ jacking with their brains until they lose their marbles, even if it's become a regular hobby of yours. You're just setting yourself for disappointment."

The girl suddenly loomed over him with her hands flat against the floor on either side of his head and her face startlingly close to his. "Listen here, Peter Parker: I stuck out my neck for you because I did not think you deserved the horrible things my boss is planning for you. And, well, maybe part of it was because I was sick of taking orders from him like a lapdog, because that was not what my brother and I signed up for. I did not feel it was necessary to harm you to complete my mission, so I did not see the point in doing so. But now I've..." She stopped suddenly, her voice breaking somewhat. "I've put myself in real danger. As well as my brother. I did not consider the consequences that much initially, for I had never disobeyed before. It was not until I returned to his presence and he started demanding that I tell him everything that I had learned about you that I realized the error of my ways. I could not bring myself to spill your secrets because I knew what he would do to you, and trust me: it would be far worse than what you are going through already. I told him I had not been able to track you down, but that excuse will not last forever. If he finds out the truth..." In that moment, raw terror flashed behind her irises. Her eyes grew red and wet, and she sat back down to rub at the goosebumps that had flared along her arms as a shivery gasp escaped her lips. "I did not realize what kind of man he truly was until now. The kind of person my brother and I have found ourselves enslaved under. And unless I turn you into him, I dare not think of how he will punish us."

Tears began to gather in her eyes, but she quickly wiped them away, her face returning to a steely mask. Peter realized she was no longer holding him down with her witchy powers and slowly sat upright. He tried at first to not let her distress affect him, but he could tell at the very least that her fear was sincere. Eventually he caved and released an exasperated sigh.

"Look, I'm sorry you're going through that crap. Big, mean, mentally compromised boss who will bite your head off if you don't do your job: _trust_ me, been there, and unfortunately, _still_ doing that. But if this guy is really as bad as you say he is and is making you creep on me and hurt people and stuff, then why bother working for him? I don't know what he's paying you, but I seriously doubt it's worth all this."

"I am not working for money," she snapped quickly, crossing her arms against her stomach. "My brother and I wanted to come to your stupid country on our own mission, but the men who experimented on us said we had to work beneath F—I mean, our boss—in order to be able to. He insists all the evil he does is cohesive with our desires, but I know that is not true."

Peter huffed irritably. "Alright, this is all too cryptic for me. Who the hell is this boss of yours? I need a name. This asshole sounds like type of guy who needs a few roundhouse kicks to the keister from your friendly neighborhood Spider-Man."

The color in her face seemed to drain away in an instant. "I cannot tell you."

He narrowed his brow. "Why not?"

"We do not say his name."

"Who's 'we'?"

"Everyone."

Peter snorted. "What, is it embarrassing? Like Afro Squeezeweasel II? A kid in my middle school had that name. I'm pretty sure he's in jail now."

"He will murder you and everyone you care about if you speak his name to anyone."

"This sounds like a ghost story you'd tell around a campfire," Peter laughed. "Seriously, is this boss of yours for real?"

"He's the one who has been sending those crazy men after you."

His smile faltered. "Crazy men?"

"The yellow one, the flying one, and the one in...um...dinosaur armor?"

Peter shot to his feet. _"What?"_

"He funds scientists and costume designers and weapons engineers to make them."

"You're telling me _your_ boss is the _same_ boss of the freak-trio sent to kill me?"

"That was what I was trying to warn you about."

He shook his head in disbelief, jarred by this alarming news, then stooped back down to her level. "Listen, lady, whoever you are—"

"Wanda," she said, although there was hesitance in her voice. "My name is Wanda."

"—Wanda. If you're telling the truth, you have to understand how terrible this guy really is, and why he needs to be stopped. Not just for me—for _everyone._ I've watched his men murder people for sport and destroy my city for giggles. Are you going to just sit by and let that happen?"

"I am not like you, Peter," she retorted coldly, staring down at her hands. "I do not fret over the suffering of others. Most of the time, I _enjoy_ it. I am not a heroic or good or even _decent_ human being. Do not expect me to pity his victims."

"You pitied me," he pointed out, his voice soft, "and that means something. It means you have good inside you, whether you choose to admit it or not. Is there any chance you could harness all that inner goodiness and channel it towards giving me your boss's name? It would give me a chance to stop him, and maybe to set you free."

Slowly Wanda lifted her head to stare directly into his eyes, her gaze fierce and stony. "Do you know why I came to your stupid country, Peter? Do you know why my brother and I subjected ourselves to horrendous experiments in order to gain powers, and chose to become a murderer's loyal henchmen?"

After a moment of uncomfortable silence, Peter shook his head. Wanda leaned towards him threateningly.

"Because we want to kill Tony Stark. Him along with all the rest of the Avengers."

It took a moment for him to process her words. He blinked in surprise, and felt himself begin to sweat beneath her earnest, drilling glare.

"Oh. Well, um...okay. I've—I've got to be real and say I wasn't expecting that." He scratched at the back of his head and forced a nervous laugh. "Why, uh…why?"

"Tony Stark's weapons killed our parents and destroyed our country. He was _this_ close to claiming our lives as well. The man and his team flaunt about in their colorful garbs and call themselves heroes, yet they are responsible for the death and suffering of so many innocent people. They deserve to perish."

"Uh huh..." he mumbled skittishly, watching tongues of red flare from her fists. Peter knew Tony's past wasn't pretty: marred with narcism, alcoholism, and corrupted, under-the-table sort of negotiations within his old weapons company Stark Industries that led to dangerous men getting their hands on his tech and lots of people getting hurt. It wasn't surprising that many still held grudges towards him for the suffering his ignorance caused, but Peter hadn't considered just how serious some of those grudges could be. He realized there were probably lots of people out there like Wanda, although perhaps not _this_ determined.

"Is this a bad time to mention that I'm an Avenger too?" he whispered timidly as she leaned back on her haunches, eyes hostile. "And that those guys are kinda sorta maybe my friends?"

"I realized there was no need to kill you after I met you, even if you identified with those wretches. But I do not understand why you are friends with them; they carry only death and destruction wherever they go. The world will be a better place once they are gone."

"Maybe you should meet the rest of them before you decide to, you know, murder them and stuff," he suggested. "If you ended up liking someone like _me,_ you'd absolutely adore the likes of Natasha, Steve, Bruce, Thor, and Clint. Tony—well, he might take a little extra hang time, but underneath that shell of flashy arrogance and armored dickery, he's really a cool guy."

"My brother and I are going to kill all of them Peter. Do not try to convince me otherwise. Just be grateful I am sparing your life, and stay out of my way."

In that moment, she stood rapidly from the floor and began marching towards the exit, her movements fluid and her fingers coiled. Startled, Peter rose to his feet behind her, clenching his fists at his sides.

"You do realize I'm not just going to sit by and let you do that, right? I _can't_ let you do that. Just like I can't let this boss of yours keep terrorizing my city."

Wanda stopped before entering the hallway, her hand resting against the wall. "I came to warn you about my boss, Peter, and that I did. My life is at risk because I am trying to preserve yours. But whether you choose to throw it away trying to protect those monsters is not my concern. We are going to make them pay for their atrocities, and I will not pity you again if you try and stop me." She took a single step forward, her long nails gliding along the ancient paint, then stopped once more. Curling her lips into an innocent smile, Wanda turned back around to face him, the dark pupils of her eyes rimmed with flickering energy. "Although, if what I have seen of my boss's plan is true, it is likely that you will be dead before the rest of them have even met their graves. If I were you, Peter Parker, I would sleep with one eye open."

Then she strolled out of his house, her long hair whipping in the summer air and her arms swinging at her sides. Peter was left standing in the living room of his apartment with a worried heart and a puzzled mind.

 _Wow. Hard to get a read on that one,_ he thought apprehensively, rubbing at the sore spot on his chest. _First she wants to kill me, then she tortures me, then she doesn't want to kill me, then she breaks into my house to explain why she doesn't want to kill me, then she tells me she works for a guy who's trying to kill me, then she wants to kill my friends, and now—hell, I don't even know anymore._ So on top of everything that was already running a muck in his life, there was also the issue of a bipolar witch lady possibly plotting to murder his team. This was turning out to be one of the most confusing days of his life.

And it wasn't even noon yet.

* * *

 _ **I haven't even finished the next chapter but already I can tell you I really really real real like it :D and that's not in an awww it's so cute sorta way it's more of a muhahaha evil sort of way ;) hope you all feel the same when you read it! Critique, comment, or question in the reviews maybe? :)**_


	9. Chapter 9

_Disclaimer: Why do I even bother_

 ** _Sorry this chapter took me so long to post, but figuring out all this college stuff right now is KILLING ME. I haven't had any time to write stuff I want to write :( all I've been focused on are freaking COLLEGE ESSAYS. I HATE WRITING ESSAYS but every FREAKIN COLLEGE wants FREAKIN ESSAYS that I don't want to FREAKIN WRITE. UGH. So yeah :) but I like this chapter so I hope you like it too. Yay!_**

* * *

 _Chapter 9_

Peter had to warn the Avengers about this girl. She had incredibly scary and uncomfortably invasive powers that she was planning to use to _kill them all._

But, what do yah know, after calling each one of their phones all over again and still receiving nothing but their stupid outgoing messages spoken in their stupid voices, Peter gave up. Even after what had happened that morning, Stark was _still_ not answering him? This was _infuriating._ Chucking his phone on to a chair, Peter buried his hands in his pockets, spitting curses under his breath.

The sound of a familiar voice stirred May Parker from her slumber. She didn't remember lying down for a nap, but there she found herself, curled up on the couch with a heavy grogginess still hanging over her. With a yawn, she slowly sat upright, blinking sleepily until her eyes fell upon her nephew standing in the middle of the room.

"Oh, Peter dear!" she cried in disbelief. "You finally made it home!" Unsteadily she rose from the couch and wrapped her boy in a warm hug. Still somewhat distracted by his recent encounter with their magical and possibly murderous intruder as well as his team's unbelievable jerkiness, Peter jumped with a start from the sudden embrace. When he realized who it was, Peter gasped and grabbed her firmly by the shoulders.

"Aunt May! You're awake! Are you alright?"

She blinked confusedly, her arms still hugging him around the middle. "Of course, darling. Why wouldn't I be? I probably just laid down for a while and accidentally fell asleep." She raised her hands to gently cup his face. "I think that question's more appropriate for you, Peter! Where have you been? I thought that giant freak might've eaten you or something!"

Peter laughed apologetically, releasing his aunt's frail shoulders. "I'm fine, really. I crashed at Avengers Tower after the fight and somehow ended up sleeping for an entire day. I'm sorry for not answering your calls."

She sighed relievedly. "Well, I'm just glad you're okay. You had me really worried—although I suppose that's become the norm now, hasn't it?" She chuckled quietly under her breath, and Peter could tell she was unaware of the fact that she'd been hypnotized by a mid-morning trespasser. Perhaps Wanda had snuck up on her, or maybe she'd somehow wiped the memory from her mind. Either way, Peter decided the incident was best kept secret. No need to stir any more stress or paranoia in with the bucket-loads already existent in their household.

"I'll do what I can to minimize that," he reassured her.

"You do look pretty banged up, though," she noted, running her thumb along a cut on his cheek. She glanced down at his arm. "Bumps and bruises everywhere you look." Aunt May reached out and grabbed his wrist, which was encircled with purplish-green splotches. "You need to be more careful, dear."

Peter opened his mouth to reply, when something suddenly overcame him. A feeling of horror, of despair. He blinked his eyes, and for a split second he saw his aunt as she had been back in the nightmare: empty, decrepit, and eye sockets hollow of life. Her gnarled fingers were gripping his wrist, and the black sludge oozing from her body was crawling rapidly down her arm towards his hand. Terrified, Peter tore himself free of her grasp, stumbling back a few steps and gasping. He blinked again, and the hallucination was gone. His aunt, now back to her regular self, stared at him with a puzzled expression.

"Peter, honey? Are you alright?"

Shaky breaths escaped his lips. His eyes were wide, and his muscles were coiled. He clutched his wrist with his other hand, feeling his fingers shiver against his skin. Slowly realizing that he was back in reality and probably freaking out his aunt, he straightened his spine and forced himself to calm down. "W-what? Oh yeah, I'm fine. I just, um—I have a really bad bruise on my uh...my wrist. It hurt when you grabbed it. Sorry."

She looked him over suspiciously. "You sure?"

"Yes. I'm sure."

Noticeably unconvinced but unwilling to pry further, she sighed quietly. "Alright then. Would you like some pie? I can warm a piece up for you in the microwave."

Inhaling a shivery breath, he feigned a jubilant smile. "Pie sounds great."

With a grin, she spun around and headed for the kitchen. Peter was left standing in the living room, gripping on to a chair as sweat gathered along his brow. _What the hell was that?_ he thought feverishly, blinking his eyes. _It was some kind of freakish daymare or something._ He rubbed at his temples, his forehead wrinkled deeply. Then he shook his head. _Get a hold of yourself, Parker. You're probably just stressed from all the crap that's been going on. Your mind is playing tricks on you. Why don't you take the rest of the day off? I think you've earned it._ He chuckled out loud. _And now you're thinking in the second person. Great. You're going absolutely crazy._ He decided he would use today to heal and regather himself after all of the insanity that had ensued over the last couple days. The fact that he was seeing things made it clear that he desperately needed it.

As his aunt took the pie from the refrigerator, the sound of the doorbell ringing chimed throughout the house.

"I got it," Peter called, wiping his brow with the back of his hand. He walked up to the door and swung it open, surprised by what he found on the other side.

"Hey, bro! How's it going?" Eddie Brock exclaimed, grinning widely with a box in hands. Peter immediately grinned back at him.

"Oh, Eddie! Hey man! What are you doing here?"

Eddie scoffed amusedly. "Why do you think, bro? I came to make sure you and your aunt were alright! Last time I saw you, your stupid ass was running off into a war zone to take pictures of a giant rhino monster that was tearing the city apart! I thought you got trampled to death!" He looked him up and down, chuckling. "And from the looks of you, that's almost what happened! What were you thinking, bro? Did you at least get any good shots of the thing?"

Peter laughed sheepishly. "Well, uh...no, not really. They were all too blurry, and after I was nearly squashed by a flying truck, I decided I'd best get out of there. It was stupid of me to try in the first place."

"Yes. Yes it was," he agreed, patting him on the shoulder. "But I'm just glad you're okay. How's your aunt, by the way?"

Before he could answer, May strolled up behind him, steaming pie slice in hand. "Who's at the door, Peter?" she asked, squeezing past him to see for herself. When her gaze fell upon the familiar face, she smiled joyfully. "Oh, Eddie! It's you!"

"Hello, ma'am. How are you doing?"

May gave Peter's arm a poke. "Peter, this young man helped me get home safely after you—when you went to take pictures. He's a truly wonderful person!"

He laughed bashfully. "There's no need for that ma'am, but thank you. It was no trouble at all." He held out the box in his hands for her to take. "Neither was baking these brownies. I hope you like chocolate, because I think I might've accidentally tripled the amount of chocolate chips needed for the recipe. I've never been a very good cook."

May clasped her face in her hands dramatically. "Oh, how thoughtful of you! You didn't have to do that! If anyone deserves something sweet, it's definitely you! Would you like a piece of pie?"

"Thank you, but I'm fine. I was actually planning on heading down to the Bugle in a little bit to turn in a couple of stories I've written over the past few days, and was wondering if Peter would like to join me."

Peter wrinkled his nose. "Really? I feel like it'd be such a waste to spend this perfect summer day waltzing into that stuffy office to get our asses chewed off by jolly ol' Jonah."

"Peter! Language!" Aunt May chastised harshly, but Eddie broke into a laugh.

"I figured we could make a few pit stops along the way. I'm in no rush, after all."

He rubbed at the back of his neck uncertainly. But after thinking it over for a bit, Peter figured, why not? He had nothing better to do besides laze around the house and watch crap TV or sit fuming over the Avengers, and a little walk around town might help him cool his head. He opened the door all the way and took a step back.

"Alright, I'll tag along. Give me a sec to change and grab my camera."

Just in case another attack from the super psychos happened while they were out and about, Peter made sure this time to put his entire Spider-Man costume on underneath his clothes. He was in no mood to relive the half-nude ass-kicking he'd taken last time. He returned to the entrance a couple minutes later, now sporting some casual jeans and a long sleeve shirt. Before squeezing through the doorway, Peter pecked his aunt on the cheek and slung his camera over his shoulder. Off the porch the two men strode, and as they began their long journey to the dreaded Daily Bugle building, trudging down the busy streets beneath the sweltering sun, Peter began to rethink his decision to join Eddie's little field trip to hell. Perhaps he really should've just stayed home.

* * *

"Wait, wait. You did _what?"_

"Yep. _Completely_ totaled it. Brand spankin' new Mercedes, bright red. First day my dad brought that baby home, I rammed her into the back of a damn moving van. It wasn't too badly damaged, until the truck's entire load emptied right on top of her, which included like five gigantic dressers and a _freaking piano._ The whole car was smashed to hell, which left me with eight broken bones and a fractured wrist. Of course, it was the car my dad was more concerned about. But anyway, that's why we're stuck _walking_ to the Bugle."

Peter was laughing so hard his sides ached. With one hand he hugged himself around the middle, and with the other he rubbed at his teary eyes. Chuckling as well, Eddie took a big bite of hot dog, shaking his head disappointedly.

"Just think, bro: you and me could be cruising down the street in that beauty right now, windows down, speakers blasting, hot chicks hopping in the back at every corner. But instead we're stuck tromping around like hobos, sweating our asses off."

"Well— _ahaha_ —whose fault is _that?"_

"Hey, it wasn't my fault my old man bought the car only to stick her in the garage like his own personal monument to midlife crises. He was basically _begging_ me to take it out for a joyride. Too bad I happened to be thirteen at the time and had never touched a steering wheel before in my life."

Puffing out his cheeks, Peter finally managed to catch his breath. "Wow. You're nuts, dude."

"True that," he agreed, then perked up. "Oh, and speaking of hot chicks, I gotta ask you something."

Peter narrowed his brow. "What's that?"

"That lady I saw leaving your apartment right before I got there—was that your girlfriend or something?"

Accepting his hot dog from the vendor, he snorted. "No. She's, uh...my cousin. Yeah. She was just visiting."

"Oh. She was super cute."

Peter shook his head fervently. "Nuh uh. Don't even go there. She's crazy. Like, _weird_ crazy. Trust me."

Eddie sighed defeatedly. "Why do all the pretty ones have to be crazy? Or taken? Or _both?"_

Peter chuckled. "Well, mine's not crazy. But she's definitely pretty. And taken."

"Ooh," Eddie grinned, "so you _do_ have yourself a lady then?"

"Yep."

Eddie elbowed him in the ribs. _"Please._ How long you two been together?"

"Almost a year."

"What? You're kidding me! I can't hold a girl for more than a month yet beanpole over here can keep one for an entire _year?_ Teach me your ways, oh wise and majestic womanizer."

Peter laughed sheepishly, shoving him aside. "Trust me, I'm just as surprised by it as you are. She'd probably have it a million times better with someone else."

Eddie rolled his eyes flagrantly. "Oh, great. You're one of _those_ guys. All innocent and humble and gentlemanlike. Go figure." He finished off the rest of his hot dog in one big gulp, giggling in a muffled voice. "Well, if that's your big secret, I'm afraid I'm all lucked out. I don't think I can pull off that sort of character. Guess I work out too much."

"Says the guy who brings my aunt brownies and calls her 'ma'am'."

He snorted amusedly. "Okay, yeah. But she's a sweet old lady. I can be a gentleman to sweet old ladies. The age-range of women I'm trying to attract, however, are all intimidating, blood-sucking vampires. So naturally, I go all defensive when I'm around them and end up putting off this cool-guy-who-doesn't-give-two-flips kind of vibe, which doesn't exactly sit well with the majority of them, if you catch my drift."

Peter bit into his chili dog hungrily. "Haha, I guess not."

"Oh, but enough about me and my miserably failing love life," he continued, wrapping his arm around Peter's shoulders as they continued walking down the sidewalk. "I wanna hear more about this supposed girlfriend of yours, bro _._ What's her name, huh? Who is she?"

Peter couldn't help but smile at the thought of her. "Her name's Gwen. Gwen Stacy."

"What's she like? Is she hot?"

"She's _beautiful._ Her eyes are this insanely pretty color—like greenish bluish, but with a tiny hint of gold. Her hair is bright blonde, and she has these tiny adorable freckles on her nose. And she's smart. _Way_ smarter than me. She's ranked number one at my high school. And she's so kind and supportive and understanding but also sarcastic like me and—"

 _"Ahem,"_ Eddie coughed, grinning. "Yeah, okay. I think I get the picture, loverboy."

Peter felt his face flush. "Oh. Heh, sorry. She's really just awesome."

"You thinking of popping the question soon?"

He went red. "I'm seventeen years old, Ed."

Eddie burst out laughing. "I'm just teasing yah, bro, haha. Although by the way it sounds, you two are probably heading to hitchville soon enough. Whenever that happens, I could ask my father to wed you, him being a Catholic priest and all. I doubt he'd pay anything I say attention long enough to carry it out, though."

Peter eyed him curiously. "Is your dad a jerk or something?"

A look of intense pain suddenly consumed the young man's eyes. Then he quickly blinked it away, and gave a small shrug. "Naw. That's just how he is. Ever since Mom died, he's been distant. Can't really blame him for that."

The cheerful mood shifted to serious in an instant, and Peter dropped his gaze, scratching at the back of his head. But after a long stretch of silence, he finally spoke up. "When...when did that happen? Your mom?" he asked carefully.

To his surprise, after a moment in thought, Eddie chuckled despondently. "Well, uh...when I was born, actually. Or rather, _because_ I was born. She died giving birth to me." He sighed heavily, staring up at the sky with his hands folded behind his head. "Guess it makes sense for the old man to hold a grudge against the thing that killed his wife."

Peter shook his head. "Ed, you can't really think that—"

"No, I _know_ that," he interjected, dropping his fists to his sides. "Every day, I see it in his eyes. He looks at me and sees a monster, a _mistake._ He wishes with every fiber in his body that I had never been born, and would gladly have killed my ass if it meant keeping my mom alive." He turned and glared at him desolately. "Trust me: after living with a father who hates your guts for nineteen miserable years, you figure out why pretty damn quickly. And he never let's me forget it."

Stopping at a streetlight, the two stood beside each other in silence. Taxis and motorcycles sputtered by, belching exhaust into the air that made Peter cough. Then, running his fingers through his hair, Eddie released a weary sigh.

"Sorry. That came outta nowhere."

Peter laid his hand on his shoulder. "It's alright. I get it. I mean, my aunt doesn't treat me badly or anything, but I know what it's like to feel guilt over lost relatives."

Eddie glanced at him, his brow knitted together. "You missing parents too? Is that why you're staying at your aunt's place?"

Peter nodded solemnly. "Yeah. Plane crash killed them both when I was little. They worked at Oscorp. They were running away with dangerous biochemical research that they didn't want to end up in the wrong hands, and because they wanted to protect me. Unfortunately, they paid the price for it."

Eddie shook his head slowly back and forth. "Damn. I'm sorry, man. That sounds like something out of a James Bond movie. Your parents must've been total badasses."

He couldn't help but laugh at that. "Thanks. I'm sorry about yours, too. I hope you can work stuff out with your dad eventually."

"Haha, yeah. _Eventually."_ He hugged him around the shoulders as they walked, grinning earnestly. "Thanks, bro. Really. I haven't had someone to vent to in a while. You're like a skinny, dorky version of the younger brother I've always wanted."

Peter snorted impertinently. "And you're like the loud, obnoxious older brother that I've never wanted."

Eddie laughed authentically and gave him a playful shove, making Peter nearly stumble off the sidewalk as he laughed along with him. "Well too bad, bro. You're stuck with me for as long as we're stuck in this asscrack of a job."

Peter groaned. "Speaking of which, I can see the gateway to hell coming up ahead. I guess it's kind of a gift that you don't have a car, or else we would've gotten here way sooner. And I wouldn't have gotten to eat this wonderful chili dog that will probably have me glued to the toilet for the next three hours."

"Wow. Captivating words spoken by a true playboy. No wonder this Gwen girl is absolutely _enthralled_ by you."

The two laughed like idiots all the way down the street, feeling like old friends despite having only met a few days ago. Peter never realized how nice it was to have someone besides his two favorite women and the Avengers to talk to, someone who knew him and liked him for just being Peter Parker, not Spider-Man. Somehow he found Eddie to be more relatable to than anyone else he had spoken to in a long time, and he felt he had found himself a real friend in him. And from the looks of it, Eddie felt the same way.

Not three minutes later, the two found themselves standing in the bleak office on the top floor of the newspaper building. They stepped out of the elevator, and almost instantly regretted it.

 _"Parker! Brock! Front and center, now!"_

Peter and Eddie shared a look of dismay, then sighed unsteadily. Jaws tight and muscles stiff, the two boys edged across the room, slipping nervously through the bustling crowds of busy workers, until they both stood before their terror-ensuing boss, the devil himself. They forced themselves not to shiver.

J. Jonah Jameson had his back to them. He sat in his throne with only the back of his head and his hand with a cigar between the fingers visible to them. Ribbons of smoke drifted lazily towards the ceiling. After lifting the stogie to his lips, he spun around to face them, a triumphant sneer splayed along his lips.

"Well done, boys."

Silence. After taking a moment to process his words, the fact that an actual compliment had dared trespass across their boss's lips, they both blinked in shock.

"Pardon?"

"I said _well done boys._ Damn, you two going deaf?"

The teens were incredibly taken back. They glanced at each other confusedly.

Jameson grabbed a newspaper from his lap and slammed it against the desk, causing both of them to flinch. "That story about the Shocker hooligan you two covered for me? Slapped that thing on the front page of our last issue. And get this: we sold out all our papers in less than an _hour!_ Can you believe it?"

Eddie scooped up the paper timidly, examining the front page with interest. "Whoa. Really? That's insane."

Peter was still very puzzled by all of this. Mainly by the fact that Jameson had actually said something to him that didn't include some unconventional threat to his life, but also by another odd factor of this situation. "Wow. Has, uh...has that ever happened before?" Peter asked skeptically. "I mean, we've covered a lot of super villain and superhero stuff recently, but since when did that sort of thing start stirring this much attention out on the street?"

Jonah grunted amusedly. "Since that pathetic web-crawler was finally exposed for the useless masked perp that he is. Take a looksy."

Peter glanced at the newspaper in Eddie's hands, and immediately his heart plummeted. Sprawled across the front page in big bold letters, it read: _SPIDER-MAN HUMILIATED BY MURDEROUS PSYCHOPATH, UNABLE TO STOP HIM FROM WREAKING HAVOC ON MIDTOWN._ Underneath the headline was a picture of Spider-Man collapsed against the road as Shocker marched towards him, aiming his gauntlets at his vulnerable form. On the bottom left corner in small letters, he could see his name, _Peter Parker,_ labeled as credited to the photo. He snatched the paper from Eddie's hands, shaking his head in disbelief.

"What? That's not what happened. I was there; Spider-Man defeated that guy. This is inaccurate."

"Inaccurate my _ass!_ Did you even read the story? That red and blue idiot let the freak get away! He could still be out there blowing up the city as we speak!"

"I was there when it happened, bro," Eddie explained, pointing at the column. "I wrote the story. That spider guy was almost killed by the Shocker dude, and then he let him escape before the police arrived. He only ended up getting in the way and causing more destruction during the fight."

"The police suck," Peter murmured crossly, "and at least he tried to help stop him. You guys are acting like he caused all this."

"The psycho was _asking_ to fight Spider-Man!" Eddie retorted. "It's masked freaks like him that draw out bad guys who hurt people! So, yeah, it all sort of _was_ his fault."

"And after the other battle he lost between that rhino dude and the bird man, his favor in the public eye has dropped over 25%," Jonah jeered savagely, eyeing a poll chart he'd provided at the bottom of the page. "It warms my heart that people are finally seeing that spider freak as I have always known him to be: nothing but a damn menace."

Peter scoffed offendedly. "What do mean? He defeated those two morons and left them for the police."

"Apparently they got away before the police got there. Spider-Man really needs to learn how to restrain bad guys properly."

Immediately he was struck with shock. Peter couldn't believe what he was hearing, but he couldn't let it show on his face. How was this possible? _So both of those freaks are still out there, even after all the crap I went through to defeat them?_ If anyone was to blame for this, it was the damn police! He had heard the sirens coming right before he'd left. Both the Rhino and the Vulture had been out cold, and they had both been well restrained; he was sure of it. How could they have possibly escaped in such a short time?

"I didn't expect all this to upset you so much, bro," Eddie said in a puzzled voice. "You a big fan of Spider-Man or something?"

Peter swallowed and forced a careless shrug. "Uh, no. Not really. I don't know. I mean, I think he's okay. I think he's trying to do the right thing."

"I say he and the rest of those Avenger dudes should leave this crap for the police to handle. It seems they only end up causing more problems, yah know?" He threw up his hands innocently. "But hey, that's just me. Everybody's got their own opinion on this 'superhero' stuff."

"I agree with you one hundred percent, kid," Jameson growled with a smirk. "It's about time idiots like Spider-Man were put in their place." He leaned back in his chair, crossing his arms over his chest. "And after listening to the voice of the public, that truth is finally becoming the people's vote."

Peter bit back how frustrated he was on the inside. Two little mishaps later, and his city had already turned on him? Didn't they remember how he'd almost killed himself to save all of their lives? Didn't _anyone_ remember?

"But anyway," Jameson sighed, sliding a pair of envelopes across the ashy wood. "Here yah go, boys. Unfortunately, I gotta give credit where credit's due."

Eddie scooped up the envelope and tore it open in an instant. Inside he found a check, and when he read the number swirled across the paper in crisp black ink, his eyes nearly popped out of his head. "W-whoa! This is crazy! Are you _serious?_ This is all for me?"

"Quit your screeching boy," Jonah snarled, "or I'll snatch that check right out of your grubby paws and rip it to pieces! Just take it and skedaddle before I change my mind."

"Oh, yes. Right. Thank you, sir!" He grabbed Peter's envelope and shoved it against his chest, startling him a bit. "Here bro, take it! Your aunt's gonna be stoked when she gets this!"

Peter curled his fingers around it warily. He knew how much cold hard cash was needed in the tiny Parker family, but he didn't know if this was something he wanted to do—make money off of degrading his public image. Although he'd been doing it for a long time now, it had never been _this_ direct or substantially self-deprecating. But eventually, the thought of what extra money could do to make his aunt happy outweighed his discomfort towards the situation, and he slipped the check into his pocket. He'd just have to start doing more small-scale good around the city, and turn in less pictures of him getting his ass whooped and more pictures of him kicking butt and taking names. Hopefully this regression back to New York hating Spider-Man was just a phase that would be resolved soon enough.

"Good work, boys," Jonah said with a grin, taking a drag from the cigar in his right hand and shooing them away with his left. "Bring me more stories like that, and there'll be plenty more where that came from."

"Yes sir!" Eddie nearly shouted, grabbing Peter by the arm and dragging him towards the exit. "Come on, bro!"

When they had entered the elevator and were making their way back down, Eddie let out a whoop of joy.

"Man, can you believe it? If we keep this up, we'll both be loaded by the end of the summer!"

Peter tried to return his enthusiasm but was failing miserably. "Yeah Ed. Yeah. It's uh...it's great. Real great."

"I hope that more freaky stuff happens so you can get more pics of Spider-Man getting beat up and we can make more money!"

He frowned uneasily, his hands shoved in his pockets. "You shouldn't hope for stuff like that to happen, Ed. Lots of people have gotten hurt over the last week."

He shook his head. "Yeah, yeah, I know, I know," he agreed unconvincingly, a grin spread wide across his face. "Still, some more action from all those whack jobs wouldn't hurt our wallets, y'know?"

Peter stared solemnly at the grimy floor beneath his feet. He didn't want to sound like a jerk, but also couldn't bring himself to agree with him. None of this felt right.

"I guess. Whatever you say, man."

Once outside, Eddie gave him a pat on the back and took off down the street. "I told yah this would be worth the trip! I can't wait to blow this paycheck on a bunch of stupid crap! See yah later, bro! Call me if anything newsworthy happens!"

Forcing an uneasy smile, Peter waved him away. Eddie went skipping merrily down the street until he disappeared from view, leaving him alone in front of the Bugle building. The sun was just beginning to conjure an orangey hue above the horizon, and the roads were busy with rush hour traffic. The air was acrid with the many unsavory stenches of the city, and Peter's teeth were clenched tight inside his mouth. More and more crap had been stacked on top of itself that day, adding new levels to his already boiling anger. Anger at his friends, anger at himself, and anger towards his city. He needed some way to dispel this anger, to aim it towards something productive, lest he end up punching the daylights out of the first person who haplessly passed him by. Peter reached into his back pocket and pulled from it his Spider-Man mask, which leered back at him with its large, white eyes. By now, all of his injuries from his previous battles were considerably well-healed, but even if they hadn't been, he wouldn't have let that stop him.

Eddie had been right about one thing: he needed something vigorous to happen right now, something lively. He needed something to let loose on before he lost it himself.

Action. Peter could use a little action.

* * *

 ** _All this crap I'm going through better be worth it. If I don't get into Baylor, I'm gon be sad. :( Also, if it wasn't clear, I am not a dude. As in, I'm a female, a lady, a non-male. So this is my general assumption of how men who are friends communicate:_**

 ** _"Hey dude bro man dude bro wassup bro man dude bro bro?"_**

 ** _"Eeyyy yo my main bro dude man bro bro dude man bro male pronoun what be shaking maannn bro?"_**

 ** _So there's that :) Anyhoo, hope you liked it, review maybe, yada yada. In all seriousness though, I think I like the next chapter even more than this one. More action, as Peter was saying. Yippeeee_**


	10. Chapter 10

_Disclaimer: Rubber duckies make me happy_

 ** _Yay chapter 10! Double digits! And it's long! Yay! Okay, I know this chapter is kinda awkward at some parts, but I sorta like it. It's different. Idk, maybe I'm the only person who thinks it's awkward. I probably am, but oh well._** _ **I have trouble with characterization sometimes. I hope you like it. This is a terrible intro. Just read... :P**_

* * *

 _Chapter 10_

"I'm sorry, but...I've gotta ask. Why are we still ignoring Peter?"

Tony strolled across the panels along the floor of Avengers tower, the triumphant feeling of the suit encasing his body occupying his thoughts. His usual armor was far too damaged to be used right now, so one of his many other suits would do for the time being. Satisfying whirs and clicks accompanied the assembly process, until finally he stood before his team fully dressed in his Iron Man armor. He released a weighty sigh.

"I talked to him this morning. Pete's got his own problems to deal with right now, outside of Hydra. The city needs him here, keeping crime off the streets, but we're needed out there. Trust me on this, guys."

Natasha furrowed her brow as Bruce attended to a gash on her arm. "We 'trusted you on this' last time, Stark. I don't understand why you think Spidey has to be excluded from this mission. I think we all can agree that having him with us would be optimal."

The rest of the team all nodded in unison, but Tony shook his head.

"No. He's not ready. Not yet, anyway."

Cap scratched at his face confusedly. "I don't get you, Stark. You're acting like you're responsible for Peter when you're not. Just because he's young doesn't mean he gets to have his decisions made for him. Peter can handle himself. Whether or not you believe that shouldn't dictate how involved he gets to be with the team—which, might I add, he was hand-picked by Fury to be on, just like the rest of us."

"Spider-Man has overcome all the crap that's been thrown his way," Bruce said simply. "I don't know what possessed you to think he can't handle Hydra. They're scattered and disorganized, Tony. Having Pete with the team would help us completely dismantle them faster and more efficiently."

"He's far more cunning and dependable than you are making him out to be," Thor added.

"And I'm pretty sure he's saved every one of our asses at least, like, three times," Clint snorted.

Tony's mask flipped upwards to reveal his face, which was scrunched with irritation. "Okay, well, whatever. It's not just that. We need someone to stay behind and hold down the fort while we're gone. Who knows what could happen while we're out? And I think that job best suits Peter in this scenario, don't you all agree?"

"You mean we need someone to stay behind to, what, _babysit_ the tower?" Natasha scoffed. "And what are you even talking about? We only just got back from Atlanta; where are we going now?"

Stark and Rogers shared a look of uneasiness, masking the room in an uncomfortable silence. Then Steve combed his fingers through his hair, glancing off to the side.

"An alert has come out of northern California. Another attack from Hydra."

Natasha raised her eyebrows. "What? Already?"

"Supposedly they're targeting big name technology businesses," Tony explained, "most likely to get their hands on crap they can weaponize. They already tried to break into Stark Industries about a week ago. Since my security system stopped them so fast, I assumed whoever had done it wasn't that much of threat. But now with the S.H.I.E.L.D. facility breach two days ago and then this Pym Tech thing in California…"

"Damn," Banner stated rigidly, "this is getting out of hand."

"You're telling me," Steve sighed. "Now, not only is Hydra attacking places with their weapons and men, but also with beings that appear to be advanced biologically."

Clint glanced up. "Advanced? Like, what, with powers? Like you and Pete?"

Tony nodded uncertainly. "The only thing Fury mentioned was something about a dude who could run, in quote, 'hella fast'. So that's all we've got to work with so far." He swept his gaze across the room. "Which is why we gotta get our asses down there and figure out what's going on."

"We need to stop Hydra from hurting more people and from getting whatever they're after as fast as possible," Steve commanded. "From there it would be in our best interest to capture an assailant and make them tell us what Hydra's plan is, and how this supposed 'advanced being' was created. We all clear?"

Despite the obscurity of their mission, all eventually nodded in agreement. After speedily patching up the rest of their still-prevalent injuries, the Avengers suited up and began loading on to the massive Quinjet parked on the extended balcony of the tower. Captain America hung back after his speech, however, pulling Tony aside.

"I'm going to stay behind for a bit. I've got something I need to figure out."

Stark eyed him skeptically. "You've got something more important to do than leading your team against _Hydra?_ You know, the psychotic, Nazi-worshipping sadist group who nearly destroyed _everything_ during your era and got your ass frozen into a Capsicle for seventy years? Oh, this has to be good. What, have you got a _date_ or something?"

"I'll be right behind you, I promise," he insisted. "Go on ahead with the others. I'll rendezvous with everyone in California as soon as possible."

Tony shot him a weird look at first, but eventually rolled his eyes and spun around. "Fine. Have it your way, Spangles. Just don't leave us hanging too long."

Once the rest of the the team was onboard, Iron Man stepped on to the loading platform, only to hear a merry jingle ring inside his helmet.

 _Incoming call from Peter Parker, sir,_ Jarvis informed him reservedly. _Shall I answer it?_

Stark stood stiffly on the deck, biting at the inside of his cheek. He stared off across the urban landscape, wondering where the kid may have run off to after their little squabble that morning. He knew he was being unfair to him right now, but he didn't care. Once they had sorted all this Hydra crap out themselves, perhaps he'd feel more comfortable with Peter joining them on stuff like this that sprung up in the future. For now, he thought it best to just let him deal with the small-scale trouble still plaguing New York.

Flipping his mask back over his face, Stark marched on to the jet, feeling the platform rise beneath his feet.

"No. Ignore it. And do the same with every other call he sends our way."

* * *

A figure was running across the tops of buildings.

Fueled by frustration and a terrible urge to turn someone's face inside out, he leapt off the roof and fired a web-line from his wrist.

 _Now let's see, New York. What have you got for me this evening? Robbers, thugs, a flying moose-man paid off to beat me up by some dude who's also the boss of a magical witch lady?_

It shocked him how quickly he took notice of it—the difference in morale between a week ago and today. Some of the pedestrians he swung over that saw him in costume spat curses at him. An old woman in a taxi cab flipped him the bird before screeching away. He even heard a homeless man hurl insults at him that made him shiver in his spandex suit. He hadn't a clue how quickly his city could turn against him.

But he had sworn an oath to protect it. No amount of hatred from his people would keep him from defending them, even if his motives for doing so were a bit more selfish at the moment.

He dropped on top of a pinnacle thrusted from the crest of a museum, watching people file out of the doors beneath him in a sparse flow. It was closing time for the exhibition. He wished he could visit places like this more often to stimulate his nerdy side, which lately felt as though it was being a bit neglected. As the scanty crowds quickly dissipated, his gaze wove down the winding streets, scavenging for a crook to satisfy his desire for combat.

 _Spidey sense._

Fortunately this wasn't his _'oh my gosh run for your life you 'bout to die bro'_ spidey sense—the one that erupted inside his head to warn him of a bullet about to pierce his skull or a knife about to stick him in the gut. This was a spidey sense that pinged subtly in the back of his mind, warning him of a nearby threat and placing his senses on alert. Stirred to life, he flipped back on to the roof, landing in the center with his knees bent low. For a long while he sat there, waiting and listening.

 _Well, something's going on somewhere. Doesn't feel like a frequency from my spider tracers, so it must be close by. But what exactly_ is _it, my dear Watson?_

The clock struck nine. The museum had been closed for almost half an hour. Yet after scouring the roads surrounding the museum in vain, Peter stole back on to the roof frustratedly, when off to his left his sensitive ears suddenly caught wind of a small commotion. The careful tapping of a pick against stone, whispered exchanges between a handful of voices, a group of pounding heartbeats huddled together, the crumbling of dust and rubble. Slowly, Peter rose off his haunches and began creeping towards the sounds, his athletic form low against the pasty brick. Once he'd slipped across the long length of roof, he reached the drop off and carefully peeked over the edge.

A tiny hammered clattered against the pavement just as his gaze met the ground. A pile of debris sat beside it, along with a few other tools and nicknacks. He swore he also caught sight of a foot disappearing into the building, if only for an instant. He glanced left and right, finding the rest of the alleyway below empty, then snorted. Without a sound, he crawled down the wall and dropped on to pavement, stooping low with his fingers against the ground. He discerned the jagged hole freshly dug through the stone that yawned ominously into a dark void, and he almost laughed to himself.

 _A museum robbery, huh? Cliché beyond belief, but I'll take it. I was afraid I'd have to resort to punching a tree or something._

Dropping flat against the asphalt, Peter wiggled his way into the narrow passage, feeling his sides rub up against the crumbly mortar. Taking a moment to let his eyes adjust to the inky darkness, Spider-Man began weaving through the pipes and wires strung thickly inside the wall, his lips hinting a small grin beneath his mask.

 _Come along, Watson. The game is afoot._

* * *

Silence. Cold, edgy silence. The room Peter emerged in was heavy with it.

It had taken him a little longer than expected to find the escape passage. He could've easily just kicked one out for himself, but that felt a bit rude. Destruction of public property and all that. The one he had eventually found already so conveniently carved out for his usage had, fortunately or unfortunately, led him into this creepy room. He was quick to move on to the next one.

Spider-Man stalked quietly through multiple corridors of the museum, examining the many curious exhibits flanking him on either side. Dinosaur bones, framed documents, canvases slathered with incomprehensible splotches of paint supposedly labelled as art. Seeing that he was just strolling casually through a locked up museum without being detected, he began wondering where the hell the night guard was. Then his foot bumped into something squishy, and he jumped back in surprise.

Question answered. A chubby man was collapsed facedown on the floor right in front of him, bound hand and foot and knocked out cold. On top of that, he was disarmed, gagged, and stripped down to nothing but his pink tidy-whiteys. Peter fought back a chuckle. Whoever had done this was either tapped into the same twisted brand of humor he boasted, or Deadpool.

Just then, the murmur of voices in the next room caught his ear, and he sprung up against the wall. Breathing steadily, he strained to hear what they were saying. They sounded gruff and excited.

"You got 'em all?"

"Yep. Can you imagine how much these jewels are worth? We're gonna be rich!"

With an exasperated sigh, Peter rolled his eyes. _Amateurs._

"I was skeptical about working under this chick at first, but I think ain't none of us regretting it now."

"Agreed. Where'd she scamper off to, speaking of?"

"Right next door. Said she was looking for some fancy necklace or whatever."

"Well, we'd better get outta here quick before we trigger some alarm."

This time, Peter straight busted out laughing. He had no idea why, but he just couldn't help himself. These guys were such _idiots._ Knowing well he had blown his cover but not really caring all that much, he pushed himself off the wall and stood adjacent from the next room's entrance. He could hear that the men's breathing had suddenly intensified.

"Hey! What was that?"

"Who just laughed?"

"Was it that fat guard man? Did he wake up?"

Peter heard a gun cock in someone's hand. "Who's out there? Show yourself!"

Still giggling, Peter fired a web at the top of the entryway and flung himself into the room, causing the group of thugs to gasp fearfully. He landed gracefully before them, then rose upright and fanned his face with his hand.

"Whew, hey guys. Sorry about the impromptu entrance—I'm just not really myself this evening. Lots of drama going on. Trust me, you don't want to know."

All of their eyes instantly widened in shock. Newbie baddies were always Peter's favorite.

"S-Spider-Man?"

"What the hell?"

"Did he follow us in here?"

"S-someone! Call the boss before—"

Peter held up his hand sharply. "Look, I'm going to be honest with you guys. I'm really pissed and I need some asses to whoop to make me feel better. How 'bout—can we just skip the part with all the witty banter and the pleasantries and all that and just go straight to the ass whooping? I don't feel like thinking of quips to toss around that none of you idiots will even understand anyways. So is that cool with you guys?"

The burglars all exchanged looks of confusion and panic. Bags of jewels were scattered around their feet, and opened display cases dotted the wide the room. Peter wondered how these morons had managed to break into this place without setting off every alarm in the building.

"I'm going to take whatever all that was as a yes," Peter said smugly, curling his hands into fists. "Who'd like to go first?"

"Kill this bastard!" one of them suddenly screamed, firing his pistol at Spidey's skinny frame. Peter leapt out of the way with ease, watching the bullet zip through the doorway and fly into the wall on the other side of the museum with a _thump._

"Oh, we have a winner!" Peter cheered, pressing down on his palm and sending a bio-cable shooting across the room. It latched on to the man's chest, and Spider-Man whipped him forwards with a snap of his wrist. The thug yelped in surprise, and Peter socked him right in the face, sending him flying sideways and crashing to the ground, out cold. In an instant, the room exploded with gunfire from every direction, and Spider-Man sprung hastily on to the ceiling.

"If you all don't mind, could I, like, vent all my issues while I beat your butts into pork rinds? I feel like if I could just let it all out, it would really help me deal with it, you know?" In a flash, he dropped himself on top of one of the thugs and ripped his gun from his fingers, chucking it into the wall and watching it splinter into pieces. "Okay, here it goes..."

Peter flung the man into the air and delivered a roundhouse kick to his face. "So first of all, my boss is a dick. Like, you think your boss is bad? Nah, bro. Don't even _try_ to convince me yours is worse. Mine usually pays me less than minimum wage—which, might I add, is illegal—and treats me like his damn slave." The thug tried to scramble to his feet, but Spider-Man punched him right in the gut before he could stand, sending him sliding across the tile, moaning. "I mean, the _one_ time he actually does give me good pay is when I completely _humiliate_ myself in front of the entire city!"

A bullet suddenly zipped by his ear, and Peter was on the culprit in an instant. He leapt into the air and locked his legs around his head, using the man's own weight against him and sending him collapsing to the ground. As the burglar lied there gasping, Peter threw his hands up in the air. "And speaking of this city—I mean, wow. I make one little mistake on the job, and now they all suddenly hate me? I know I'm a masked vigilante and all and it's not like I'm expecting a parade with Spidey floats to go skipping down 6th Avenue, but I think all this spidery spite is a little uncalled for, don't you?"

As the thug being choked between his thighs went limp, another man suddenly came sprinting straight for him, knife in hand. He swung the blade down towards his back, but Peter threw up his arm and stopped the man's forward momentum with his wrist against that of the thug's. He shoved him aside and slammed his foot against his hand, causing him to cry out and drop the knife. Now standing over him, Spider-Man leaned down to leer directly into the burglar's fearful eyes.

"And don't even get me _started_ on Tony."

With one pop in the jaw, it was lights out for thug number three. Only one more remained, and he spun around to face him, fists rigid at his sides.

"I don't know why he thinks he has a right to treat me like a child. I'm an _Avenger._ It's my duty to protect the world alongside the rest of my team, but for some stupid reason he wants to keep my ass in New York, away from Hydra, where it's 'safe'." He chuckled lividly. "Well, Mr. Stark, have I got a newsflash for _you:_ in the past week, I've had to fend off three psychotic super villains and a freaky witch lady all by myself. _On top of_ the street crime I already have to deal with, which I am doing a marvelous job of keeping at bay without anyone's help, despite the fact that it would be very appreciated." Peter fired a glob of webbing into the baddie's eyes, making him fling his gun away and claw frantically at his face. He began striding straight towards him, teeth gritted in his mouth. "You think I'm inexperienced? You think I can't take care of myself and millions of other people beyond that, even after everything I've already done?" Peter slugged him square in the eye, causing him to slam into the wall and slide to floor, unconscious in an instant. He sat there in the darkness, panting harshly.

"Well, to that, dear sir, I've got only one thing to say: _Up. Yours."_

The room was silent once again, except for the sound of all of the burglars' strangled breathing. Spider-Man stood in the middle of them, fury churning in his stomach. He didn't want to hate Tony and all the rest of his friends. They'd been through a lot together, and he wanted to trust that there was a greater reason behind all of this desertion, but he couldn't find any. They were ignoring him. They were lying to him. And he didn't understand _why._ Funny, he realized, how familiar he was with all this pain. His muscles were still coiled beneath his flesh.

Then, with a heavy sigh, Peter forced himself to relax. Eddie was right about the whole venting thing—it helped to belt it all out loud, even if he knew no one was really listening. He stared down at all the men collapsed around him and managed a small chuckle.

"Anyway, thanks for the therapy session, fellas. How should I pay you all for your courteousness? I know rattling up some of that common sense gone stagnant inside your brains was partial compensation, but do you accept emotional power-hugs as reimbursement as well? What about a peck on the cheek from your friendly neighborhood Spider-Man? You don't even want to know how much one of _those_ is going for on the Internet."

Footsteps from behind suddenly broke through his monologue, causing him to stiffen. _Whoops. Missed one,_ he thought lightheartedly. Then he heard someone speak, and his spirits instantly flipped.

"Ooh. I'll take one of those, if you're offering."

Startled, Peter spun around. _That voice._ It was soft, teasing, and familiar. He didn't know how, though. It puzzled him, because he was usually really good with voices. His eyes fell upon the outline of a figure peeking from behind the doorway, making him grow uneasy.

"Uh, hello," he said somewhat awkwardly. "I...um...no, sorry. I was joking. Sarcasm, get it? It's supposed to be funny. Because, you know, I'd never actually kiss one of their ugly pig faces. Like, _ew."_

The mystery person giggled and stepped all the way into the room, placing her hands on her hips. Instantly, Peter felt his face grow hot. _W-whoa. What the hell? Is this the "boss" those morons were talking about?_ Then he shook his head and glanced away, suddenly finding the grimy floor very interesting.

"Well, I'd hoped you wouldn't lump me into the same category as them. I expected you to be a little more gracious, considering how rude you were the last time we met."

She began to slowly stroll towards him, and Peter rubbed at the back of his neck, still refusing to raise his gaze as he tried to remember when he could've possibly met this girl.

"Before? We've met before? I dunno. I mean, I thought maybe—I don't know. Your voice and all. But I think I would've remembered someone who looked like—I mean, I've fought lots of baddies, but none that looked that—this is coming out wrong. W-what I'm trying to say is that—"

A gloved hand suddenly pressed against his lips, causing him to jump. "You don't remember me? Oh, now you're just being cruel." She slid her finger under his chin and lifted up his face, forcing him to look directly into her startlingly familiar eyes. A playful smile rolled along her ruby-red lips, and long, bleach-white hair flowed around her face. The raccoon-like black mask encircling her eyes matched the skin-tight black suit she was wearing, which highlighted every feature of her sculpted body. Peter tried to take a step back, when all of a sudden she leaned her face towards his. "Perhaps this will jog Spidey's memory."

Before he realized it, she was _kissing_ him! _Through his mask!_ He was so taken back by the strange embrace at first that he just sat there in shock. Then, gutted back to reality, Spider-Man pulled away, stumbled over his own feet, and fell flat on his butt with a yelp. The girl laughed out loud, and after a moment of absolute astonishment, Peter blinked up at her in disbelief.

"Y-you—you're that lady!" he cried, his face burning with embarrassment. "From the party! You tried to kiss me before!"

The girl cupped her cheek bashfully. "Aw, so you do remember. I told you back then that our paths would cross again soon, and now here we are." With her pointer and middle finger, she tapped herself on the lips, throwing him a wink. "And I suppose that counts as your repayment for all that impoliteness from before. That is, unless you wanted a little more than that. I do find it quite difficult to slip the tongue when that adorable little mask is covering your mouth, don't you—?"

Peter threw up his hands frantically. "N-no, no, no, no. _Stop._ I—I told you before, lady! I have a _girlfriend!_ I'm not interested! In whatever it is you're trying to force upon me!"

She laughed lightly, running her fingers through her voluminous hair. "I'm not trying to force anything on you, swinger. You're the one who sat there and let me kiss you, after all. And don't you even _try_ to convince me you didn't enjoy it." She eyed him fiercely. "Also, don't call me 'lady' like that. That's demoralizing to women. The name is Black Cat."

Swiping a hand across his lips, Peter gazed up at her curiously. "'Black Cat?'" he repeated. "What is that, a code name?"

"I'm surprised you haven't heard of me before," she purred. "I'm rather infamous among the criminalist community."

Recovering himself, Peter slowly crawled to his feet, relieved once again that his face wasn't visible to her enticing eyes. "W-wait—you're a criminal? As in, _you're_ the one who orchestrated this little museum heist? As in, those were all of _your_ goons I just beat up?"

Black Cat shrugged innocently. "Are you surprised? I told you I got rep, and these boys were willing to hit me up on a little late-night raid to turn a quick buck. I take after my father, I suppose. Cat burgling runs in the family." She toyed with the flashy diamond necklace that was dangling in front of her chest, watching it glisten and shimmer in the low light. "Although, unlike him, I've always been drawn more intimately to the things I steal. Especially the sparkly things."

Peter snorted. "You do realize who you're admitting all of this to, don't you? _Spider-Man?_ The guy who runs around beating up thieves and throwing them all in prison?"

A seductive smile suddenly broke across her lips, and she pressed herself against him like puppy, making him flinch. "Oh, I know. I wasn't expecting my dear little Spidey to come popping in to spoil all the fun this evening, but I know you won't get me arrested—despite the fact that I _am_ working for a man who's trying to kill you. You know I could never survive inside a cold, dark prison cell all by myself." Then she gazed up at him mischievously. "But if you want me to be _your_ prisoner, Spider-Man, feel free to web me up any time."

Peter suddenly grabbed her by the shoulders, making her blink in surprise. "Wait. You do _what?_ You work for the guy who's trying to kill me too?"

Black Cat smiled vampishly. "You're a superhero. What villains these days _aren't_ working with someone trying to kill you?"

 _"Please_ don't tell me this is the same guy who sent the freaks and the witch lady after me."

She wrinkled her brow. "Um, what? I don't know anything about that. I just steal stuff and give the dude money." She shrugged. "I'd keep it all for myself, but I got myself into a bad vice with his people last month. Luckily, instead of killing me on the spot, he told me how he's got men working in the prison my dad's being kept at. If I bring in enough dough, he promises he'll get him out for me. If I don't...well, that's a different story."

"What's the money being used for?" he asked.

"I don't know."

"How does he have men working for him inside of _prisons?"_

"I don't know."

Peter sighed defeatedly. "Well, what's his name?"

Black Cat bit her lip. "Can't tell you that."

"What? _What?"_

"Everyone who works under him knows it: you say his name, you lose _everything."_

"Are you _freaking_ kidding me?"

She giggled softly, although the fear in her eyes betrayed her silky voice. "Sorry, spider. If the boss finds out I told you stuff about him, his men will kill my father. Then I'm next."

Huffing out a sigh of despair, Spider-Man palmed his face with both hands, groaning exasperatedly. "I can't believe this. This guy—this Big Man dude—he owns _everything._ And _everyone._ How the hell am I ever going to find him before he kills me and the rest of my team?"

Black Cat laid her hands against his chest. "Oh, don't be such a worry wart. I think you need to lighten up a little, Spidey."

Out of nowhere he felt her drag her sharp nails all the way down the length of his torso, sending a chill rocketing up his spine, and he scrambled away so fast his back bumped against the wall. His cheeks flushed with color, and he curled his fingers against the flat surface.

"Will you cut it out?" he hissed, remembering once again who he was speaking to. Eddie had been right (wow, again): other than Gwen, all women their age were evil. "I'm trying to figure out what the hell is going on! Like who this big bad boss man is, what he plans to do to my city, and why you're constantly trying to feel me up! Let's just _talk_ like _normal people_ for _two seconds."_

"But how can we, when we're anything but?" she giggled. "And speaking of _abnormality,_ who knew that the infamous little Avenger, the amazing Spider-Man, was _ticklish?"_

Peter's irritated grimace dropped into scowl. "Alright, that's it," he said, and fired a spurt of webbing from his wrist. The sticky substance splattered across Black Cat's foot, trapping her in place. "Since you're obviously not going to help me catch this guy, I think it's about time Miss Kitty paid up for her crimes."

Black Cat grinned cooly. "Oh, so that's how it's going to be? What a pity. And here I thought we'd be able to leave here without hashing it out like animals." She flexed her fingers in front of her face, and long, razor-sharp claws extended from the tips. With one clean swipe, she slashed through the webbing on her foot, then rolled to the side, body low and athletic. "But if Spidey's up for a little game of cat and mouse, I'm all for it."

Without warning, Black Cat spun around and sprinted out of the room, leaping over everything that got in her way with ease. "Catch me if you can, Spider-Man!"

Peter watched her scamper away, stunned still for a second, then quickly sobered up. _Oh great,_ he thought miserably, rubbing at his sides that were still prickly with goosebumps as he rose off the wall. _This is not how I planned for this evening to go. I hope none of this ends up on TV, or Gwen is going to kill me._

With a groan, Spider-Man took off after her, vaulting through the entryway and landing in the next room. He combed his eyes across the many elaborate displays, puzzled when he found them vacant, only to hear a sharp _click_ sound to his right. Just as he glanced that way, a slim black figure pushed up the window and slithered through the narrow opening, flashing him a scandalous grin before vanishing from sight. He knew he had to follow her—she still had that stolen necklace and who knows what else from her historic plunder—but just before he went flying out the window, he remembered the thugs still napping in the other room. He wasn't sure if they had tripped an alarm yet, and he didn't have time to wait around to find out. After a short survey of the room, Peter ran to the opposing wall, slammed his heel against the fire alarm, then scrambled into the darkness after Black Cat, ears ringing with the whirl of the sirens.

Outside, Spider-Man leaned off the wall, scanning the jagged world around him attentively. His advanced eyesight allowed him to see rather clearly even in the dead of night, and within moments he caught sight of a curvy figure racing down the sidewalk. Buoying himself on a web-line, Peter leapt off the museum and swung after her.

"Come back!" he called from overhead. "Did you not hear my long, weighty speech about all the crap I'm already having to deal with? Chasing down pesky thieves is not exactly high on my priority list at the moment!"

"Then just let me go!" she laughed over her shoulder. "I'm sure the Avengers are all worried where their little Spidey pet has skipped off to. Although, if we're being honest, this is the most fun I've had in a long time!"

Snorting almost amusedly, Peter curled into a ball as his spun through the inky sky, then shot a bio-cable from his web-shooter as gravity dragged him downwards, catching his weight at the perfect moment so that his body swung just above the street. He was seconds from plucking her right off the pavement, when all of a sudden she sprung up and turned in the air. From the tiny utility belt encircling her waist, Black Cat grabbed in her fingers a small disk, which she flung right at Peter's face. Spider-Man yelped and threw his head back, hearing the weapon hiss just above his glossy eye lenses, followed by the sound of a cord being sliced. Too late did he realize that the noise had been his web-line being severed, and with a gasp he crashed on to the sidewalk, rolling and tumbling a long distance before skidding to a stop. Moaning, Peter slowly lifted off the ground, raising his eyes just in time to see Black Cat shoot some sort of grappling hook and leap into the air. _Damn, she's good,_ he ventured to admit, rubbing at a cut on his arm as he hesitantly rose to his feet. In that moment, a flock of police cars darted by on his right, presumably heading towards the museum. As they blazed down the street, Peter realized how many people were around him, looking at him, glaring at him. Some of them were whispering, pointing, cursing. He could taste the animosity in the air like poison. Sweat beginning to gather on his forehead, Peter fired a web at a billboard and fled with haste from their hateful stares.

As he swung upwards, a silhouette dashing across a rooftop caught his eye, and with a boost off the sign, he flung himself towards it. Just before the figure could leap to the next building, Peter dropped right in front of her, causing her to gasp.

"Tah-dah!" Peter exclaimed, taking a defiant step towards her. "Spidey caught the cat. I played your stupid game, and you wasted my time. Thanks for the wonderful evening. Now give me the damn necklace already."

Recovering quickly, Black Cat's sultry smile instantly reformed. "You think I'm just going to give up?" she inquired, sidling backwards and assuming a defensive position. "That's just boring. I thought Spider-Man was more adventurous than that." In an instant, all of her cat-like claws unsheathed from her gloves, and she grinned mischievously. "You want it? Fight me for it. Let's see if Spidey holds true to all the spectacularity surrounding his name."

Ugh. He'd really hoped it wouldn't have to come to this. But he had a duty to defend the city from every kind of crook out there, even uncomfortably attractive ones that knew how to get inside his head. Steeling himself to the situation's awkwardness, Peter shrugged unconvincingly.

"Alrighty then. If that's how you want it."

"You take the first shot."

Spider-Man grimaced. Why was this so difficult for him? He'd beaten up all sorts of bad guys, but none had ever made him feel so freaking _weird_ about it before. It normally went something like _punch, kick, handcuff, repeat,_ no sweat about it. But now, looking his enemy up and down, he wasn't exactly sure where or how or _what_ he was supposed to punch. She just stood before him, claws poised and ready, smiling that obnoxiously confident smile of hers. After debating how to go about this a moment longer, he made his decision and lunged forward, honed in on just grabbing the stupid necklace. Right before his fingers could snatch the shimmering jewel, however, a knee jammed into his elbow, making his arm lock up, followed by a set of claws raking across his shoulder. He veered back in surprise, and with a quick spin Black Cat kicked him in the gut, sending him stumbling backwards with a cough. Stunned, but also strangely impressed, Peter touched the cuts gingerly, flexed his arm a bit, then stared up with a smirk.

"Ow. Okay then. Yeah. I needed that." He locked eyes with hers fiercely. "Now it's my turn."

Darting towards her with inhuman speed, Spider-Man cocked back his fist and punched her in the stomach. Despite the fact that it wasn't quite as hard he would normally swing, he could see the surprise on her face as she flew back and rolled into a crouch, breathing hoarsely. He tried not to let it faze him. He sprung into the air and fired a glob of webbing at her eyes, flipping over her head with acrobatic expertise. She blocked the fluid with her hand, however, and flung another duo of disks at him. Peter arched his spine evasively, feeling them zip dangerously close to his flesh, then landed behind her. Pressing down on both palms, a pair of bio-cables zipped from his wrists straight at her back, but she leapt up just before they reached her and shot her grappling hook while turning through the air. The wickedly sharp end zoomed right between Peter's legs, sticking into the concrete just behind him, and Black Cat came zipping immediately after it. Yelping in surprise, Peter went tumbling backwards as Black Cat crashed directly into him, and after a lengthy stretch of rolling, he felt his shoulders slam firmly against the concrete.

"Pinned yah," a soft voice purred in his ear. Peter opened his eyes to find hers mere inches away. She was sprawled out on top of him with her hands on his shoulders, a sly smile coiled along her lips. Once again he felt his face flush, but tried his best to shake it off.

"Not quite," he said, and kicked her off while somersaulting backwards. She landed on her side with a grunt, and Peter couldn't help but laugh.

"Hey, I thought cats always landed on their feet," he giggled, shaking his head in feigned disappointment. "Wow. _Poser."_

Slowly she managed to stand, still grinning smugly. "Funny, because I thought spiders had much more bite to them. Also, that's an old wive's tale. Ever watched _Milo and Otis?"_

Before Peter could answer, Black Cat bolted straight at him, claws gunning for his neck. Spider-Man dodged to the left and kicked his foot at her back, but she ducked and swung her leg at the back of his knee, causing it to buckle and nearly making him collapse to the concrete. He dropped on to his other leg just in time and blocked her fist from striking him in the face. Right as he did, she drove her left hand down, bringing Peter's arms with it, and used the opening to slice him across the cheek with the other, leaving deep red lines etched into his face. Spider-Man shoved her away and kicked her hard in the ribs, making her sputter and fall to the ground. Seeing the opportunity, he made a grab for the necklace again, hoping to snatch it while she was down. His fingers enclosed around the blue jewel—right as a swinging leg struck him directly in the _nuts._ Instantly, poor little Peter crumpled to the floor, unable to suppress a choked yelp of agony. Sliding from underneath him, Black Cat slowly rose to her feet, clutching her throbbing ribcage but grinning down at the moaning hero triumphantly.

"T-that...was... _dirty,"_ Peter groaned, rolling on to his side with his face against the concrete. "Uuuggh…"

"I've had to fight off men of all sorts for many years now," she explained smugly, tossing her hair over her shoulder. "Can't blame a girl for picking up a few dirty tricks along the way. Lucky for me, all men have one very specific weakness in common, which I've learned quite well how to exploit."

"Well, _yippee_ for you," he grumbled with effort, attempting to rise off the gritty rooftop, when a foot pegged him in the side and someone dropped right on top of him. Now rolled on to his back, he felt a pair of hands shove his shoulders hard against the ground once again, and a slippery voice giggled above him softly.

"Pinned yah again," Black Cat laughed, her face dangerously close to his, and Peter turned away bashfully.

"Haha, very funny," he murmured, feeling his ears burn beneath his mask. "I think we're done here. Can we be done here?"

"Not quite," she purred sinisterly. He felt her fingers glide over his shoulders until they were lying on his neck, long claws resting against his spine. She began to lean towards him once again, obviously set on delivering yet another unwanted kiss, and Peter knew he was going to have to give her the whole _for the love of crap, stop trying to freaking kiss me, I already have a girlfriend_ speech again. Before he had a chance to speak, however, Peter felt the world suddenly turn cold. The hands resting delicately against his throat began to suffocate the life out of him, and the deep blue sky above shifted to crimson red. Spider-Man gasped in shock, and when he blinked his eyes, Black Cat's ravishing face had transformed into a monster. Its eyes were wide and white, skin jet black and slimy, and mouth a fleshy mess of jagged teeth and blood-red gums. Inky sludge began to engulf his body, and the horrifying beast released a blood-curdling screech as the jaws slowly descended over his face. Instantly, Peter lost it, screaming like crazy as he shoved the creature off himself with all his might. He spun on to his stomach and scrambled away in terror, stopping himself just before he crawled right off the roof. Gasping for breath, Spider-Man lied there, quivering all over as beads of sweat bled through the thin material of his mask. He could barely conceive a rational thought as the frigid atmosphere faded away and the sky returned to its normal milky darkness.

Rising off the concrete, Black Cat spat a glob of blood on the roof and wiped at a cut on her lip. She grimaced as she finally found her footing, gripping her aching stomach, then spun around to face Spider-Man, her brow furrowed threateningly.

"Geez, swinger, what the hell was that for? If you really didn't want a kiss that badly, all you had to do was say so. No need to screech like a girl and slug me in the face. What's your problem?"

She noticed in that moment how he was sitting on his hands and knees, his dark silhouette fallen to the ground and his head hanging low. She could hear his strangled breathing; she was certain she couldn't have injured him that badly, and in a way his gasps sounded haunted. Examining his crumpled form studiously, she realized something didn't seem right. She licked a thick drop of blood from her lips, then crept over to the hero's side and knelt down beside him.

"Hey, spider? Are you alright?" She laid her hand on top of his back, which she found to be shivering harshly. "Come on, I didn't frazzle you that much, did I? It was just an affectionate little scuffle. Did all that kissing stir you into a tizzy or something?"

When he didn't retort with some wisecrack reply, she eyed his face concernedly and curled her fingers around his arm. "Seriously, Spider-Man—what's the matter with you?"

"Not this again," he suddenly hissed under his breath, balling his hands against the concrete. "These _nightmares._ This is the second time today. I don't know what's going on."

She blinked slowly. "Nightmares? While you're awake?"

Reclaiming a bit of composure, Peter sat back against the roof, kneading at his temples with his thumb and forefinger. "Y-yeah...sorta. I don't know. It's hard to explain." He shook his head and sighed heavily, refusing to lift his gaze. "Just...forget about it. I'm sorry I hit you like that. I think I'm just tired or something. It's nothing, really. "

She smiled sadly. "Doesn't seem like nothing, but I guess that's none of my business." Letting her hand slide off his arm, Black Cat rubbed at her aching ribs, staring out across the dazzling city beneath them. After a moment in thought, she released a defeated sigh, then smiled in spite of herself. Closing her eyes, she reached behind her head and unclipped the heavy necklace, then pulled it loose and dropped it into Peter's lap. He jumped with a start, then lifted it in front of his face, blinking in confusion.

"W-what? After all that, you were just going to _give_ me—?

"Just shut up and take it back to the museum," she snapped, hopping to her feet. "Don't make this any more heartbreaking for me than it already is. But in return for my generosity, you have to let me go free for tonight."

Stunned by her sudden switch in demeanor, Peter managed a chuckle. "Does that mean from now on you're going to repent from your dastardly thieving ways?"

Black Cat burst out laughing. "Haha, that's a good one, swinger. Where would the fun in that be? And besides, I couldn't bear the idea of passing up the chance to play chase with my favorite little masked hero again soon. I know for a fact that you're already counting down the minutes."

With that, she bent down and pecked him on top of his head, then twirled around and began skipping to the opposite end of the rooftop. Spider-Man stood behind her, eyeing the shimmering jewel and snorting amusedly.

"What is _this?_ Is the great Black Cat—the kingpin of kleptomania, the queen of all things mean—actually being _nice?_ Hold the presses, New York! I do believe you've just tarnished your bad rep."

"If you value your fertility, I suggest you quit running your mouth," she said, still sauntering away. "It would be a shame if you and your girly friend back home could never have little spider babies together."

Attempting to repress the discomfort that last bit stirred in him, Peter placed his hands on his hips, his voice softening. "Seriously though, Cat: maybe you should switch over to the good side. I don't think you're as bad as you try to make yourself out to be. With your skills, you could really help a lot of people."

Black Cat stopped at the edge of the rooftop, her long hair rolling in the breeze and catching the silvery light of the moon. She sighed softly. "I don't know about that, chief. Stealing is in my DNA. Plus, if I don't get the boss enough money, he'll kill my father. So even if I wanted to, I couldn't. It's not an option for me." Then she glanced over her shoulder, grinning mischievously. "Besides, if there's anyone I want switching sides around here, it's _you,_ darling. We'd make a great little tag team, you and I."

Peter stared back at her earnestly. "I'm sorry about what he's doing to you. You and your dad. Holding him hostage and forcing you to do his bidding. It's cruel." He rubbed at the phantom pains still ghosting across his neck as he spoke. "That's why I'm trying to stop this man. I have to make him pay for the people he's hurting, and stop him from hurting anyone else."

His words kindled a change in Black Cat's icy blue eyes—a look of surprise and curiosity. But she quickly turned away, facing the dark landscape ahead.

"You puzzle me, spider," she said to the open air, shaking her head as a grin broke along her lips. Unconsciously she patted at the small pouch on her hip, which jingled with the sound of other stolen jewels that (lucky for her) Spider-Man was unaware of. She shot her grappling hook at a rooftop closer to the ground, listening to it latch into the brittle surface. Just as she was about to leap off the building without another word, however, she stopped herself, then turned back to face the red and blue hero standing parallel to her across the roof. Her usually playful expression slowly melted away, and her face became cold and sad. With all the seriousness in the world, Black Cat raised her gaze to meet Peter's, eyes sharp with pain.

"I...I really hope you stop him too, Spider-Man."

Then she disappeared into the night.

* * *

 _ **See? What'd I tell yah? Awkward. Oh well, I thought it was mildly entertaining. And speaking of entertaining, I'm heading to Disney World (and Universal Studios lol) tomorrow! So yeah, nothing from me for the next week. I'll be too busy riding rides and eating fancy mickey mouse crap and taking pictures with everything that has Spider-Man's face on it. It's our last trip before reality and school happen D: but it shall be fun indeed. Until then, bye peeps :) review maybe? ;D**_


	11. Chapter 11

_Disclaimer: I think it's fairly obvious at this point that none of this is mine_

 ** _Whoohoo chickadees I'm back from Disney/Universal! It was uber super fun! The fireworks, the rides, the cute little ladies dressed up as princesses, the butterbeer. The Harry Potter hooplah made me almost want to be a fan cuz everything was so detailed and everyone kept screaming I was a muggle... But hot damn it was hot there! Now I have the worst chaco tans on the planet. Anyhoo, this chapter is a really big rollercoaster mish-mosh of crazy that doesn't really make any sense...yeah. I just finished it like an hour ago. Try to follow it if you dare..._**

* * *

 _Chapter 11_

When Peter got home after chucking the necklace at some random officer's face, he climbed through the window, took a quick shower, wolfed down six Pop Tarts, then collapsed into bed. He didn't waste a moment thinking over all the weird events that had happened that day. There was nothing he wanted to do more than sleep like a dead baby rock. Within minutes, he was out like a light.

"Peter! Peter, are you okay? _Peter!"_

Peter jerked awake, inhaling sharply and gripping the sheets of his bed. Sweat was trickling down his face, and he glanced around wildly until his gaze fell on his aunt's face, which was contorted with worry. Her hands were on his shoulders and her eyes were wide and terrified.

"Wha—what?" he gasped. "Aunt May? What's...going on?"

"You were screaming, Peter!" she exclaimed fearfully, tears welling in her eyes. "I—I thought someone was trying to _kill_ you!"

Peter blinked in shock, feeling perspiration slide off his forehead. "I was?" he breathed unsteadily. Aunt May clasped her nephew's face in her hands.

"Yes! And your whole body is shaking all over!" She wrapped her arms around him fiercely, digging her fingers into his skin. "Peter, what's going on? What was happening to you?"

Swallowing laboriously, Peter realized how much he was shivering and how rapidly his heart was pounding inside his chest. _Not again,_ he thought. _Why does this keep happening?_ He wiped his hand across his face, fighting to calm down while dropping his gaze shamefully. He couldn't tell her the truth—the images he was seeing, the unspeakable horrors plaguing his dreams. He would scare her to death. So he said the closest thing to the truth that he could.

"I was, uh...h-having a nightmare," he struggled to say, curling his hands around her head. "Sorry for waking you. I'm fine now."

"You've had nightmares before, Peter," his aunt whimpered in a shaky voice. "But never ones that made you _scream_ like that. What were you seeing that was causing you so much pain?"

He shook his head. "I...I can't remember. It was probably something from a scary movie Clint made me watched recently. I'm sorry, Aunt May." He gently pushed her off himself, forcing a smile on to his pale face. "Let's just try to go back to sleep. Both of us. I think we really need it. You go lie down in your bed, and I'll lie right here. This time around, I'll try to dream about quieter stuff, like Charlie Chapman and librarians. Okay?"

May stared at him like she was looking at a ghost. Tears were slipping down her cheeks, and her eyes were darting fervently over his face. She brushed her thumb along the claw marks slashed across his cheek. Then she sniffled, rubbed her nose, and stood upright, nodding quickly.

"Alright. I'm going back to bed. Just call if you need anything. Goodnight, Peter."

Then she marched out of the room, shutting the door behind herself briskly. Peter listened to her walk down the stairs, small sobs escaping her lips with every step, before she vanished from earshot. He hated when his problems bled into his aunt's life and caused her grief, but this was far worse than anything that had happened in a long time. He hoped she could sleep soundly for the rest of the night.

As for himself, Peter's fake smile fell, and he lifted his hands in front of his face. They were trembling like autumn leaves, and he couldn't make them stop. His body was slick with sweat and his heartbeat was throbbing in his head. No way was he falling back asleep anytime soon; he didn't want to risk his little Bloody Mary episode repeating itself and scaring the life out of his aunt again. But there was something else preventing him from wanting to sleep—something, he realized, that actually outweighed the prior reason.

He was scared. Terrified, more like. The nightmares were too much to bear. He couldn't sit through another rerun of everyone he loved being torn apart right before his eyes, his city being reduced to ashes by his hand, his body turning against him and killing anyone in sight. And that _thing_ —the black creature from the nightmare long ago. Every time he closed his eyes, it was there: swallowing him, suffocating him, devouring him from the inside out. Turning him into a monster. He couldn't stand another second of it.

Was Wanda's attack on his mind what caused all this? Had she somehow triggered these horrible visions that had tormented him for the past twenty-four hours? He seriously hoped that this was just the aftershock of that first night of horror, and that is was only temporary. He knew now that Wanda hadn't been kidding when she'd said she could drive people mad with her powers. If this was the outcome of her being "merciful," he couldn't imagine what would be happening if she had done what her boss had ordered her to, just as she'd done with all the others. He'd have gone insane by now.

Peter glanced to his right at the clock on his nightstand. _2:26 a.m._ it read. _Ah, dammit,_ he thought, laying his hand over his face and scrunching up his brow. _I haven't even slept an hour. I hope all that extra snooze time I got the other day can sustain me for now…_

Not two minutes later, Peter caught himself just before he dozed off and shot upright with a gasp. _Ah! Aw, crap. Or not,_ he retreated dismally. He slapped his face and blinked his eyes repeatedly, trying to escape the crippling exhaustion looming over his body. In further attempt, Peter kicked off his sheets and pulled his legs up to his chest, leaning his head against the wall. His eyelids felt heavy and his mind sluggish and fuzzy, but he'd rather be dead-tired than mentally compromised. He had to try and stay awake until morning, or at least until he figured out how to stop these visions from happening. Morning was hours from now, though, and he wasn't sure if he could hold out for that long. He blinked his eyes in the dark room sleepily, wondering how to occupy himself until then.

The blackness surrounding him suddenly became living, and it oozed down the walls and on to the floor. Peter gasped aloud and went rigid, glancing left and right fearfully. _Oh no. This isn't happening. Not again!_ The black sludge began to creep up the bed frame and crawl across the mattress, drawing closer and closer to his quaking form. Peter squeezed his eyes shut. _It isn't real. It isn't real. It's not real! It's just your imagination! Snap out of it, Parker!_ He forced himself to cool down. He had to think rationally. If he let himself believe these visions were real, he would never be able to overcome them. Peter sucked in a deep breath, then let it slowly seep from his lips. It was all in his head. It was all in his head. He needed to stop idling in his mind and come back to reality. Uncoiling his muscles, Peter relaxed against the headboard, then slowly opened his eyes.

The monster's face was inches from his. The dead white eyes leered at him soullessly, and bloody saliva trickled down its fangs. It shrieked horrifically, then lunged right for him, and Peter fell back against his bed, hiding his face and crying out in terror.

Silence. Nothing happened. The air was still and empty. Cold and shivering, Peter hesitantly took his hands away, and found himself alone in his room once again. No black ooze, no monster, nothing. His mind had played him once again.

Peter Parker, the amazing Spider-Man, was petrified. He felt abandoned and powerless and scared. He didn't know what to do. Slowly he sat upright, gripping tight to the bedpost as his eyes began to grow wet. He was on the brink of breaking down in tears.

Then he remembered: this was exactly what the Big Man wanted. He wanted him terrified, vulnerable, and broken inside. Why else would he have sent a woman who could've easily just killed him right on the spot to instead torture him until he went crazy? That was his gameplay: _vengeance._ This man didn't just want him dead, he realized; he wanted him _empty._ He wanted him to endure through the long, brutal revenge he had planned for him until it drove him completely insane. And even with some setbacks, he was getting pretty damn close to achieving his goal. Peter couldn't let that happen. He couldn't let him win before the real fight even started. That'd just be embarrassing. Drying his eyes with his shirt, Peter released a shivery sigh, then chuckled quietly in spite of himself. If this jackass was trying to break him down, he'd make damn well sure his sense of humor was the last thing to go.

In that moment, Peter heard his phone buzz from his underneath his pants on the floor. Puzzled, he leaned over the side of his bed, and was surprised to see a light glowing through the blue material. He hopped on to the carpet and scooped it up, wondering who could possibly be messaging him at this hour. When he looked at the screen, he saw that he had three unread texts from "Captain Spangles," all sent roughly four hours ago.

Mother of Stan Lee, one of the Avengers was actually trying to _speak_ to him? The silent treatment was finally broken. With new enthusiasm, Peter shot him a call. No answer. He sent him a text. No reply. Deterred, he sifted through Steve's awkwardly formal messages. One of them mentioned him waiting at Avengers Tower. All exhaustion dissolved, Peter practically bounced into his Spider-Man costume and was out the window in an instant. Not, of course, before he left his check from the Bugle on the nightstand with a sticky note for his aunt on top.

* * *

Once he'd swung on to the familiar building, Peter slipped through the special Spidey window and dropped inside. He crawled up the stairwell until he reached Captain America's floor, which was littered with all sorts of workout equipment. At first he thought it was vacant and strolled confusedly into the room, until the sound of someone snoring quietly met his ears. His eyes fell upon a brawny figure lying on a couch, and he tip-toed up to stand beside him. It was Cap, alright—sleeping soundly like every other sane person was at this hour. His phone was lying beside his head, flashing every now and then to alert him of all Peter's messages. His broad chest rose and fell peacefully.

Peter wanted to wake him up but was hesitant. What was he _thinking,_ flipping down here in the dead of night to talk to him? From the look of it, Steve had been through some rough patches himself, as he was speckled with cuts and bruises just like Tony had been and was probably in desperate need of rest. But the more Peter thought about it—how they had deserted him, lied to him, and made him fight these ridiculous enemies all by himself—he concluded that he deserved to be a bit rude. He needed answers. Plus, Peter was dying for some company, someone who knew both sides of him, someone who was knowledgeable and straightforward, and Cap always seemed to have the answer to everything.

So, rubbing at his arm a bit uncomfortably, Peter stretched out his hand and tapped Steve on the shoulder. "Hey Cap?" he whispered. When he didn't respond, he began to jab him repeatedly. "Cap? Caaap? Captain Rogers? Spangles? Roger Rabbit? _Hello?"_ He wondered if he should start singing the national anthem or something until his patriotism senses were triggered, when Steve let out a groan. Peter stepped back nervously as he slowly opened his eyes.

"Wha...what's going...?"

Stooping down, Peter gave a skittish wave. "Uh, hey Cap."

He squinted at him hazily. "What is...what? Spider-Man?"

"Yes. That is me."

Steve grabbed his face in his hands. "Wha...what time is...?"

Blinking, Peter clicked on his phone's screen. "It's, uh, it's 2:49. Oh, wait, now it's 2:50. Haha, it's like I'm psychic or something."

"Why did...what is...why...?"

"I didn't see all the messages you sent me until now. You said you were waiting for me at the tower, and that you needed to speak to me?" He plopped down on to the floor, shrugging sheepishly. "Well, uh, here I am. What's up?"

Steve rubbed at his eyes exasperatedly. "Peter...can't this wait until _morning?"_

"Well, technically it _is_ morning. It's been morning for two hours and fifty minutes now. Oh, wait, two hours and fifty- _one_ minutes! Damn, I'm good at this!"

"How...are you so awake right now? You didn't try one of those frappe churro drinks or whatever they're called, did you? I was wired for like three days straight after Natasha made me drink that pumpkin spiced cup of death..."

Spider-Man laughed anxiously. "No, no. I just...I really needed to talk to you. That's all."

Steve sighed heavily. "Peter...I need, like, four more hours. Four more hours of sleep. Then we can talk...all you want. Alright?"

Peter inhaled unsteadily. He was afraid he would say that. But then again, what had he expected to happen? Waking someone up at death o'clock to rant your problems to wasn't exactly a smart plan to begin with. It wasn't like he'd had a lot of options in the first place, but whatever. Releasing his breath with effort, Peter dropped his gaze.

"Okay. Got it. Four hours. Sorry for waking you."

"It's fine. Get some rest, Peter. You can stay at the tower until then if you want."

Peter nodded slowly, about to throw out another wiseass remark to end on, but Steve was already asleep again. With a sigh, he pulled off his mask and turned his back to the couch, resting his head against the cushion with his hands folded in his lap. His little adrenaline rush had already run dry, and soon he found himself beginning to drift off again. Perhaps Cap was right. He should try to catch some z's. Maybe he was better now. His mind felt calmer, and he wasn't alone anymore. Surely this time around, his sleep-starved brain would grant him a few hour's peace…

Gwen was being eaten by spiders. Aunt May was being beaten to death by the Rhino. His team was being murdered by chimeras. The city was on fire. Peter stared all around in horror, and his gaze fell upon the black monster just as it pounced on him, swallowing his entire body whole.

"Gahh!"

Peter jolted awake, panting breathlessly. His knuckles were white against the floor, and his skin was cold and damp. He glanced around feverishly, his spine quaking inside his flesh, then dropped his head back in defeat. _Damn it all. It's not stopping. It's getting worse. What am I going to do?_ Lifelessly he picked up his phone and clicked it on, and his heart immediately sank. 3 o'clock on the dot _._ Not even ten minutes had gone by. With a shivery sigh, he laid his hand against his forehead, body and mind barren. _I can't…I can't do it. I can't do this. I can't make it until morning. I can't do it…_

Wiping off his face, Peter turned back around to face Steve, who was snoozing soundlessly. He was terribly embarrassed and felt like a total jerk, but he couldn't help himself. He was desperate.

"Cap?" he whispered, nudging him in the side once again. A few seconds later, the Avenger let out a moan, his face scrunching up with irritation.

"Ugh…kid, please. I told you already. Just...a few more hours, and then we can—"

"I can't sleep."

Steve slowly slitted his eyelids, glaring at him through the tiniest frames possible. "You sound like a four-year-old, you know that? Just…count some sheep…drink some milk…whatever. I just, I can't _deal_ with—"

Peter shook his head. "N-no, it's not that. I can fall asleep easily. I'm completely exhausted, and the last thing I want to be is awake right now. But I…I just can't. I _can't sleep."_

Opening his eyes all the way, Cap's aggravated glower suddenly melted away. He realized something wasn't right. The obnoxiously cheerful tone Peter normally had in his voice had vanished entirely, replaced instead with a fearful hollowness. He could see that he was shaking slightly, and his eyes were wide and bloodshot. Instantly, Steve rose upright, taking Peter by surprise when he laid his hand on his shoulder.

"What do you mean you can't sleep? Do you have insomnia or something?"

Peter swallowed laboriously. "No. Well, maybe. I don't know."

"What's keeping you awake?"

He stared at the ground uneasily. He began to wonder if telling him was a good idea after all. Tony had probably drilled into the entire team's head that Spider-Man wasn't ready for big-time missions, and knowing about his current little tick would be the perfect excuse to bring sustenance to Stark's baseless accusations. Still, he wasn't sure how long he could go on with this all by himself. After a while in thought, Peter sighed quietly.

"I'm, uh…I'm having nightmares," he admitted, then flinched a bit as he realized how childish that sounded.

"Nightmares?" Cap repeated, leaning back and rubbing at his neck. "Well, we all get those, Peter. That's kind of a part of the job. You've just got to get used to it, not let them affect you."

Peter palmed his face in his hands. "It's not like that, okay? These aren't normal. They don't just pop every now and then, Steve—it's every time I shut my eyes." He exhaled shakily, sitting back on his haunches. "And what I'm seeing, it's…I can't take it anymore. I _can't._ This has only been going on for one day now, and already I'm losing it."

Cap stared at him in silence, unsure of what to say. Peter took it as Steve labeling him an absolute nutcase, and released his face with a snort.

"So there. Now you know. Spidey's gone absolutely bonkers. Start writing me a doctor's note for my permanent residency in S.H.I.E.L.D.'s secret insane asylum. Ooh, do I get assigned my own personal straightjacket? If so, I insist it have 'psychopath' decoratively embroidered into the leather. And sparkles. Lots of sparkles."

"You don't have to do that you know," Steve said softly, his tired eyes looking strangely sad. "Not now. Not with me."

Peter blinked confusedly. "Huh? Do what?"

"Mask your pain with humor. You always fall back on comedy right when you start to actually open up about the hard stuff you're dealing with. I know you do it to keep others from worrying about you and from seeing just how much you're really hurting, but you don't have to do that with me. You can be honest, without all the kidding and witticisms tossed in to dilute the truth."

Peter was very much taken back by Steve's words, and also partially insulted. He opened his mouth to throw out some other smartass remark, then suddenly realized just how right Cap was. Whenever he was taking a severe beating from an enemy, he was constantly dishing out taunts and jabs in order to conceal the fact that he was actually agonized and terrified. When Gwen or Aunt May asked about his injuries, he would rarely tell them the full story, and there was always some lighthearted sarcasm thoroughly mixed into the explanation. It was his way of feeling like he had power over dire situations, yet in reality it was a shell he used to guard himself and others from the truth. He had never seen it that way before.

Still, humor was so deeply ingrained into his personality that it had become a part of him that he doubted he could give up, and certainly didn't want to. A lot of it was from his Uncle Ben, who always managed to find something to laugh about under any circumstance. But even he knew that there were times that required absolute sincerity.

Spider-Man dropped his gaze slightly. "I, uh…okay. Yeah. Sorry. It's sort of become a habit of mine."

"Yeah, I know, Pete," he chuckled. "It's a pretty common thing among soldiers, actually. As are chronic nightmares. Tony Stark is no exception, and neither are thousands of other heroes. I've helped my friend Sam work with some veterans suffering from anxiety and depression, and a lot of them were having trouble with nightmares. I've discovered the best way to help is to have the soldiers talk about them, describe them to me." He smiled slightly. "I know for a fact that you like talking _a lot,_ so why don't you talk to me about what you're seeing? I won't repeat anything you say to anyone, I promise."

It was comforting to know that he wasn't the only person in the world dealing with this, but somehow he didn't feel like his case was the same as theirs. His visions were so pungent, so real, and so unrelenting. Despite Captain America's reassurance, he still felt isolated. Peter looked away uncertainly.

"I dunno, Cap. I like talking about science and the latest gossip surrounding Agent Coulson's love life. But this…I'm not sure."

"I doubt there's anything you could say that would shock me, Peter. I've heard it all, and experienced it all. I spent my first year as Captain America dancing onstage with a bunch of singing girls in star-spangled skirts—what could be scarier than that?"

Peter laughed lightly, rubbing at his chin. "Guess that _is_ hard to beat. I think this is a different kind of scary, though. And, well, I don't really know how to put it. I don't even know where to begin. There's so much crap to talk about, with and beyond it. I just…ugh, I don't know."

He chuckled. "Wow. Never thought I'd live to see the day when Spider-Man was found speechless. Or rather, the _middle of the night."_ Yawning, Steve rose to his feet, stretching his arms over his head. "Come on, then. I know what'll cure that."

Cap walked past him, and Peter stood with a frown on his face. "What? Where are we going?"

"To spar, of course. You always talk more when you're fighting."

Spider-Man blinked in bewilderment. "W-what? Seriously? Right now?"

"Yep. You coming or not?"

Scratching at the back of his head, Peter scooped his mask off the floor and fell in behind him. "You were whining about me waking you just to talk not two minutes ago, and now you want to spar? At _3 a.m.?_ Aren't you tired?"

"Eh, I got seventy years of extra sleep to bank off of. I'll be fine. And if it helps you get over whatever this issue of yours is, it'll be worth it."

Still a bit stunned, Peter laughed quietly. "Wow. Who's masking the truth now, Cap? Really, you don't have to wait up for me. Or, you know, get _beat up_ for me. You look exhausted. I'll be okay for a few more hours."

"The rest of the Avengers went out on another Hydra distress call. I stayed behind to figure out why Tony didn't want you coming with us, to get to the bottom of all this confusion. And from what I've picked, it seems to me like you're just stressed and exhausted; nothing that suggests you should be segregated from team missions, and Stark's decision to ignore you is the exact opposite of what you need to recover. Unfortunately, I have to meet back up with the Avengers first thing in the morning, so if I'm going to help you, it's going to have to happen before then. Does that all make sense?"

Peter nodded unconsciously. "Sure, I guess. Are you positive you want to do all this now, though? I've got a lot to vent about, not just the nightmares. And there's a lot of stuff I need to ask you since everyone's been ignoring me."

Steve Rogers scanned his fingerprint on a small screen, and the door slid open to reveal a bright chamber. He strolled inside and stopped in the middle, looking over his shoulder with a hand on his hip.

"Well, I'd say we have about four hours for both sides to get a good workout in and update one another on all recent history. That sounds like more than enough time to me, don't you agree?"

Captain America, ladies and gentlemen. A muscle-bound, patriotic science experiment who has more selflessness and wisdom than any other hero Spider-Man has ever met. Peter was glad he had someone like him on the Avengers to count on.

Slipping his mask over his face, Spider-Man followed him inside, smiling gratefully as the door closed behind him.

* * *

Steve skidded back a few feet until his heels were touching the wall, his hands poised defensively in front of his face as quick breaths cycled through his lungs.

"So—so let me make sure I got all this straight. Just so we're both on the same page here. You—as in you Spider-Man—are being hunted by a bunch of assassins dressed like animals who are all being directed and outfitted by one guy they call the 'Big Man'. These said assassins have been attacking New York just to draw you out in attempt to kill you, and have caused a lot of death and collateral damage along the way. On top of that, there is a woman named Wanda who has, as you called them, 'magical witch powers' who was ordered by this same Big Man dude to torture you, but she decided not to make you crazy and now instead wants to kill all of the Avengers, especially Tony. And you discovered yesterday after fighting a cat burglar that the Big Man's many henchmen, some of which are supposedly working for him inside of prisons, cannot say the Big Man's actual name, or else they will be horrendously murdered. Is that—is that all correct? Did I get everything?"

Peter flipped backwards and stuck to the ceiling, panting heavily. "Wow. You're a really good listener. No wonder Fury likes you so much more than me." In an instant, he sprung off the upside-down surface and swung his fist at Cap's face, but he blocked it with his forearm and flung him backwards, using Spider-Man's momentum against him. Peter crashed to the floor but quickly rolled into a crouched position, flexing his knuckles inside his gloves. "But, uh…did any of that make any sense to you whatsoever? Because after hearing it out loud just now, I realize just how crazy I sound."

"More or less. Still attempting to process it all." Steve charged straight for him, and Peter's spidey sense went crazy as he ducked and dodged every which way to avoid being slugged into spider goulash. Spider-Man leapt into the air and landed on Cap's head, giving himself a boost as he kicked off and dropped to the ground behind him. As Steve was spinning around, Peter connected a solid punch against his shoulder and ducked as a leg whooshed above his neck. Remembering Black Cat's little trick, Peter punched the underside of Cap's knee and shoved him over while he was off-balance. He fell to the floor with a grunt, and Spider-Man brought his leg down hard right as he somersaulted out of the way.

"You pick things up quick for an ninety-something-year-old," Peter taunted, only to flinch as Cap sprung forward and seized him by the fabric along his collarbone. He spun him around and around then chucked him right into the wall, where he slowly slid to the floor, head against the ground and lower body bent over like he was doing some crazy, upside-down yoga move.

"Ooow," he groaned, rolling to the side and rubbing the back of his head. "That really _hurt,_ Cap. I thought this was supposed to be a friendly training exercise, not a game of splat the spider."

"You call that punch to the shoulder you just gave me 'friendly'?" he scoffed with a grin. "And you're the one who woke the sleeping giant in the first place, so don't go crying about it now."

"Was that a history joke?" he asked, right as Steve's fist left a dent in the wall where his face had been half a second ago. Spider-Man grabbed hold of his arm with his sticky fingers and flung him across the room, where he landed on his feet and skidded to a halt. He frowned irritably with a sigh, wondering why he'd agreed to do this in the first place, when he suddenly remembered something.

 _Sticky fingers. I have sticky fingers. But not just sticky fingers, according to Doc Maes. Sticky_ everything. _That sounded awkward, but whatever. If what he said was true, maybe I can—_

Instantly, Captain America rushed at him again, but this time Peter had a fun little idea to try out. He dodged to the left before he could hit him, then spun around right as Steve began to swing his leg at his body. With major _ooow,_ Spider-Man felt a foot slam between his shoulders, but right as it struck he focused on making the little hairs in his skin grow and hook into Cap's shoe. He seriously doubted it would work, but what was the hurt in trying? Besides, you know, the gigantic bruise he could already feel forming against his spine.

After delivering the powerful kick, Steve tried to pull back into a defensive position, but was startled to discover himself unable to. His foot was, like, _stuck_ to Peter's back or something. With effort he tried to rip it away, but it wouldn't budge. He tottered unsteadily on one leg, windmilling his arms to try to stay balanced.

"H-hey! Peter! What the heck is going on? Why can't I—?"

"Surprise, surprise, Spangles! I can't believe that actually _worked."_ Giggling to himself, he crawled up the wall and on to the ceiling with poor Steve hanging off his back by the very tips of his toes. The rest of him dangled high above the ground, waving his arms around wildly as he glanced about.

"Ah! How are you doing this? We agreed no weapons! That includes your gross, spidery, web-fluid stuff!"

"It's not web-fluid, Capsy, it's my _skin._ I'm sticky all over, believe it or not. Apparently it's not just my hands and feet that have super-glue on them." Then he cringed. "Ugh, and speaking of sticky skin, it feels like you're tearing off _mine._ Look out below!"

He felt the hairs retract back into his flesh, and helpless Captain America fell all the way to the floor with a loud grunt. Peter dropped gracefully beside him, placing his hands on his hips.

"Damn, son," Cap chuckled, rubbing at his head. "You've got something new up your sleeve every day. I've always wondered how mother spiders are able to carry all of those nasty babies on their backs at once. Guess I know the answer now."

"Okay, _ew,"_ Peter said with a shudder. "Don't go there. Don't make it weird. It's a cool ability, alright? You're just jealous that you're stuck with the same old punch, kick, whammo powers, while mine are growing continuously more awesome at an exponential rate."

Steve stood up, slowly rolling his shoulders and sighing loudly. "Whatever, kid. But if you haven't noticed, as much as you've run your mouth for the past few hours, you still never fully explained your nightmare issue to me, which I thought was what all this was supposed to be about."

Spider-Man immediately hesitated, hating to be reminded of his little hitch when he'd managed to repress it for such an exceptional stretch of time. Then he shook his head.

"Well, you never gave me any explanations for all the crap that's been happening on your end for the past week. You have to go first."

Huffing out a breath, Steve turned to face him. "Fine. where do you want to start?"

"How about why the hell all of you agreed with Tony when he told you I wasn't fit to fight Hydra?"

"We didn't agree with him, necessarily. We trusted that there was something really wrong with you when he said you shouldn't come. We were also on a strict time crunch, so we didn't have the luxury of debating the minutiae, and since Tony's not really one to openly display his concern for others, when he insisted you stay behind, we assumed there was good reasoning behind it."

Peter scoffed coldly. "Well, there isn't. He's a liar. And every time I've tried to contact him and the rest of you to tell you that, you've all ignored me."

"I agree it was wrong of us," Cap stated earnestly, "and I apologize on behalf of everyone for that. We should've looked into it more ourselves. But Peter…well, I hate to ask this, but are you positive Stark isn't holding you back for something important? Is there really nothing we need to be worried about? Because I can't imagine him treating you like this for no reason."

"I told you already, Cap," he insisted crossly, "he's _lying._ He has some weird vendetta against me leaving New York on big time missions. He thinks I'm going to get myself killed like some clueless rookie. I don't get why he doesn't understand that I can take care of myself! What _haven't_ I done to prove that to everyone already? And since when is it _his_ job to make _my_ choices for me?"

"I know he's being unfair," Steve agreed, "but are you sure this doesn't have anything to do with this nightmare problem of yours? If you really can't sleep like you were saying, sending you out to fight Hydra is definitely not a good idea."

"This nightmare problem happened _after_ he ignored me and left me behind. And it's honestly nothing, really. It doesn't hinder me from beating up bad guys in the slightest, whether they're crooks off the street or Hydra's Nazi goons." He knew he was stretching the truth a bit at this point, but he didn't care. He was beginning to regret telling Cap about it in the first place.

"Peter, you know that can't be true. You told me yourself you could hardly stand it. You need rest to be able to fight at your full strength." Steve Rogers stared at him concernedly. "And, need I remind you once again, you still haven't been straight with me about it. Which is not only troubling me, but damaging yourself."

"I don't need to talk about it like some blubbering therapy patient, Cap; I just want it to _go away._ But even if it doesn't, I'll—I'll be fine. I don't need another one of you worrying about me like I'm some idiot kid."

"I'm not worried about you because I think you're a kid," Cap told him softly. "I'm worried about you because you're my friend, and I don't want to see you get hurt."

Immediately, Peter's scowl faded. His muscles relaxed, and he stared up at Steve in surprised silence. Cap looked back down at him with sadness in his eyes, then sighed quietly.

"That's why I don't think you should come to California. I was originally going to bring you with me on my way back to join the rest of the team, but I don't think that's a good idea anymore. You don't look or sound like yourself, Peter. I can tell that you're in a lot of pain, and the last thing you need is more stress added on to that. From what you've told me about this Big Man and his assassins, it seems to me that you're already dealing with enough problems as it is. And if it's really as bad as you're making it out to be around here, New York needs someone to stick around and surveil it while the rest of us are away. No one's better at that than you. So I think, as your friend, you should stay here, and try to rest."

Resetting his jaw, Peter turned away, balling his fists at his sides. "You think Tony's right about me."

"I don't think Tony's right about anything. I'm saying this off my own judgement. I want you to stay here and protect the city until you figure out this problem of yours, since you clearly won't talk about it with me."

"Sitting here and doing nothing is not going to help me. I need to fight bad guys. I need something to take my mind off it."

"That's just distracting yourself from the real problem, Peter. You need to face it."

"I _am_ facing it. I came and talked to you about it, didn't I?"

"Hardly. I thought sparring a little would help you, but clearly I was wrong. You need rest."

"I don't need rest, Cap! I need you to _listen_ to me!"

"It's obvious you aren't mentally or physically up for this task, son. You need time to get yourself back together, and recover your strength."

"You don't think I have my strength?" Spider-Man yelled, his knuckles whitening beneath his gloves. In an instant, he bolted straight at Steve, his fist cocked back behind his head. He swung right at Cap's chest. "Well how's _this_ for strength?"

 _SHINK._

Peter's knuckles rested against Steve's heart. He was breathing harshly, and his teeth were clenched tightly together. Sweat dripped down his back. Then, in a sudden rush, all of his anger vanished. His mind cleared, and his pride was gone. This was stupid, he realized. This was proving every point that all of them were trying to make against him. He was acting like a dumb kid having a tantrum. Captain America was right. Even Tony was right. If he saw one of his team members behaving this way, he wouldn't want them on a mission either. He would be worried about them.

Peter couldn't believe how ridiculous he was being. This was the last thing Spider-Man should be doing right now. He needed to be working to solve this issue so he could get back to defending his city from the men trying to destroy it. He needed to get back to butt-kicking the right people, with the right mindset. With dreadful shame swelling inside of him, Peter hung his head.

"Ah, dammit. I'm sorry, Spangles. You're right. You're right about everything. I'm being an idiot. I'm sorry."

He pulled his fist away from his chest. As he did, a horrible slurping sound followed, and he found that his hand felt warm and wet. Steve was silent. Puzzled, Peter stared down at his arm, twisting his palm upwards.

 _What?_

His fingers began to shiver. His glove was dark and moist. Horror drained the life from his face.

 _No. No, no no!_

The long, spear-like appendage protruding from his wrist dripped with thick, crimson liquid. Puddles of red began to form at his feet. Peter ripped off his mask and grabbed his arm in terror, then lifted his gaze to face Steve.

His eyes were empty, yet full of despair. A look of unspeakable disbelief at his friend's treachery encapsulated his features. A hole was drilled straight through his chest, spilling blood down his torso and marring his uniform with dark stains. He teetered back and forth a bit, blood sputtering from his lips, then collapsed to the floor as a lifeless shell. A final gasp of agony escaped him before his pupils dilated into dull, empty pools.

"Cap?" Peter cried, falling to his knees and grabbing his head in his hands. "Oh gosh. Oh gosh, Cap!" His body was quaking all over, and he laid his palms flat against the ground. "N-no. I didn't mean to! How could I have…?"

He cupped his mouth in horror, only to feel the warm stickiness drench his lips. Appalled, he took his hands away from his face, watching them shiver about and feeling the black liquid pool in his hands. Tears began to gather in his eyes, and he crumpled to the ground in anguish.

"Oh gosh, oh gosh, I didn't mean to! I killed you! I killed you, oh gosh! I didn't mean to Cap, I swear! I'm so sorry! I'm so sorry! I'm so, so sorry…"

 _"Peter! Peter, wake up!"_

A pair of hands suddenly seized him by the shoulders, causing him to gasp. When he lifted his face, he found himself staring into the eyes of the black monster, ready to eat him once again. Then a slap like he'd just face-planted into the ocean off a high-dive connected with his cheek, jarring him so badly that he yelped. In an instant, the creature melted away, replaced instead by Steve Rogers' terrified face.

"Peter! Can you hear me? Wake up, kid!"

Spider-Man blinked his eyes bemusedly, shaken to his core as he took in the living, breathing form of the man he thought he had just killed. "C-Cap?" he stuttered, leaning back on one hand while the other rubbed at his stinging face. Peter glanced around the room, realizing that his teammate's body was gone and there was no longer blood drenching the floor, then lifted his palm off of his cheek. His glove was clean, his hand was shaking, and no jagged spear was projecting from his wrist. Not a single sign of the horrendous act he'd committed remained.

"Oh…" he breathed, palming his face in his hand. "Oh, damn it all. It was just…it wasn't even…"

"Peter, what the _hell_ was that?" Steve demanded, giving his shoulders a harsh shake. "What the hell was happening just now? Why were you acting like you had just _killed_ me or something?"

Peter's breaths were rapid and choppy, and he fervently shook his head. "Cap, I…this is why I didn't want to talk about it. I'm sorry."

"Are you telling me that these 'nightmares' of yours aren't just happening while you're asleep?" he asked sharply. "They're happening while you're awake, too?"

"They're…getting better. Really. They aren't as frequent as…before."

Steve's shoulders sank, and he stared at Peter with pain in his eyes. "Kid…this isn't okay. This is not okay _at all_. Did you really think you'd killed me?"

"That's what they always are, Cap," Spider-Man choked out. "Always someone being murdered. Whether it's you, Stark, Gwen, the whole team, the entire damn city, or _me."_ He heaved a shaky breath, dropping his face into his hands. "Someone's always dying, and it's always my fault. And then...there's alway this—this black thing—this black _monster_ —it's just, it's always there. It won't go away. Every time, it's _eating me alive._ And no matter what I do, it won't stop happening. None of it will stop."

Captain America watched the kid knead at his bloodshot eyes. He looked exhausted, broken, and scared. He didn't know how he could help him. This was unlike anything he had ever dealt with before. This almost seemed like a supernatural illness of the mind, and he was the last person who knew what to do about that. So, sighing quietly, he did the only thing he knew how to do—he hugged him. Not enough to crush him or make things go from super-depressing to super-weird super fast, but he wrapped his arm around his shoulders enough to let the kid know he wasn't alone.

"I'm sorry this is happening to you, okay? It sucks, and I don't know what it is or how to fix it. But it's going to be alright. We'll figure it out."

Peter wasn't really sure how to respond. He wasn't crying, but he knew he must've looked like a mess if Steve Rogers was acting like this. The strong arm curled around his back had startled him at first, and he thought for a moment about shoving it off, but eventually he ended up just sitting there, letting it still his shivering bones.

Then, from high above, a robotic voice spoke. _Captain Spangles, sir. An urgent request for your immediate presence in California has been sent to me from Tony Stark. Shall I relay the message to you?_

Swallowing, Steve shook his head. "No. Tell them I'm on my way, and that I'll be there as soon as possible." He glanced back down at Peter, and gave his arm a comforting squeeze. "I've got to go now. The others need my help. But I promise you we'll get this sorted out as soon as we get back." Slowly he stood up, his hand still resting on his shoulder. "Just do what you can to rest until then. And try to keep this city safe. You're going to be fine, Peter. We won't be long."

Then, jogging out of the room, Steve Rogers snagged his shield off the floor, threw on his boots, and ran on to the balcony where a compact jet lied. The engines hummed to life, and in minutes he had zipped off the platform and vanished over the urban horizon, out of sight. Peter, still sitting on the floor, found himself alone once again.

Steadying his breathing, Peter stared down at his feet. _Cap's right, Pete. You've got to figure this thing out. You've got to make this stop._ He blinked slowly, his eyes feeling dry and heavy. _But I can't wait until they all get back. This isn't just about me anymore. I've also got to stop this man from tearing my city and all its people apart. I'm the only one left to do it. His three crazy goons are still out there, and who knows how much damage they could do while I'm trying to "recover"._

 _No. I've got to stop this. For Gwen, Aunt May, for the team. And for the people trapped beneath him, like Wanda and Black Cat and who knows who else. For everyone. I've got to stop him_ now, _for their sake._

Peter suddenly realized that his two problems might be one in the same. His fear for his city and all of his loved ones was what was causing these visions, he assumed—and who was the one man threatening all of those at this moment? Bingo. That was how he was going to move forward. That was how he was going to resolve all of this crap at once. He had to kill two birds with one stone.

He had to take out the Big Man. He had to end his cruel monopoly over his city, and make him realize just how big of a mistake he was making messing with him and his people. He had to beat him and all his stupid minions, and then this would all be over with. Everyone would be safe, and his mind would finally be liberated.

With new determination, Peter pushed himself off the ground, then rose to his feet. His breathing was calm, and his goal was clear. Mask in hand, Spider-Man marched out of the room, his eyes fiery and his stride confident. He stepped up to the window, watching the bright orange sun begin to bathe the sleepy city in bloody light.

 _I'm coming for you, Big Man. You're going to rue the day you decided to hurt my people (yeah, I said rue). I'm going to make you pay for what you've done._

Then, as the sun crested over the horizon, a grin pulled up at the corners of his lips.

 _And I'm going to dis you so hard while I'm doing it, the whole city will laugh at your name, and no one will ever fear you again._

 _I'm ending all of this. Today._

* * *

 _ **Dun dun DUUUUU**_ — _ **yeah whatever. Every time I've re-read this chapter I've kinda confused myself, so I'm sure you're all like whaaaa. So yeah...sorry :P It was kinda sad, though, wasnt it :( poor pete. I'm so freakin excited to write the next chapter though, and the one after that, and the one after that, cuz I've had them planned out for so long and I think they gon be AWESOME! (I hope, anyway haha) I'm so evil :) But yeah, until then my chickadees :D anyone else waiting for someone to leak Civil War footage from D23 already? Or a pic of Spidey's new suit or something? Pleeeaaaasse someone break the law for my sake! XD**_


	12. Chapter 12

_Disclaimer: What kind of drugs do bums take? BUTT CRACK! Hardy har haaarrrrr_

 ** _Wowza, sorry this one took so long. Probably, because, well, it is long. Very long. It's long for good reasons though :D School has also not been helping either. Neither has basketball. Or my job (babysitting ironically lol)_**

 ** _But anyhoo, I'm curious to see what ya'll think of this chapter. It is so crazy and long and disorganized. It's fun, I think, but also...uh...yeah..._**

 ** _I'm just going to say this in advance: I'm sorry, Pete. I am an evil little girl. Now enjoy! ;D_**

* * *

 _Chapter 12_

 _That's correct, sir. As of now, all six are completely outfitted and fully operational. They are ready to kill Spider-Man._

"Are they, now? And they've all be prepped on our enemy's skill set? They're clear about the mission, and what they're going up against?"

 _Yes sir. And they all seem...exceptionally_ eager _to follow through on your commands._

Sliding his arms into a dark gray suit jacket, the man's face remained cold and unwavering.

"And how is it progressing with that treacherous snake?"

There was a moment of silence on the other end. _She continues to be...troublesome. A few men have been injured while trying to approach her. We've backed off for now. But I assure you, sir—I will get through to her in due time, and she'll be following your commands again without the slightest hesitation. Pain has a marvelous way of helping people see to reason._

"You make certain of it. Her disobedience has already caused complications in my plans. I will need her full cooperation before this day comes to an end."

 _This day, sir?_ Lincoln inquired, a hint of fear spurring in his voice. _What for?_ _I'm—I'm not exactly sure I can have her compliant that soon._

"Make it happen, Tombstone, lest you wish yourself beneath a pillar engraved in likeness of your ironic demise."

Swallowing heavily, Lincoln's voice fell in defeat. _I...y-yes._ _Of course, sir._

"And as for my Sinister Six," he continued, clipping a cufflink on to his sleeve as he strode across the room, "I want all of them released on to the city, right this instant."

 _All of them? Now? It's hardly sunrise. Do...do you really want to end all of this so early? So soon?_

He slid a small box inside his jacket. Then, stepping out the door, a cool grin formed along the man's cruel lips.

"Do not dare underestimate my thirst for revenge. The end is only the beginning, my dear Mr. Lincoln. And I'm ending all of this. Today."

* * *

Realizing the suit he was wearing was a tattered piece of crap, Peter strolled down to Tony Stark's lab. As he walked through the cold room, he noticed a machine was working on something sprawled out across a table in the corner. Sparks were spitting off the object as a spinning wheel chewed into the material, and the robot continued to labor independently, taking no notice of Peter's presence. Narrowing his eyes but otherwise uninterested, he strode past it and up to the display of Spider-Man costumes. He grabbed a new one out of a case, admiring its bright colors and flawless design, then sped out of there as quick as a wink.

After donning his spiffy new suit and grabbing his camera, Spider-Man flipped out of Avengers Tower and was soaring high above the city.

 _I need a solid plan if this is going to work. How am I going to draw the Big Man out of his hidey hole? I don't even know the bastard's first name! I'd consider beating an answer out of one of his henchmen, but they could be in the same boat as Wanda and Black Cat—forced to do his bidding out of fear. And if they were being serious about the whole "he'll strangle you if you speak his name" business, making them rat out their boss could result in them being killed. That's the last thing I want out of all this—more people dying at his hand._

Buoying low on a web-line, Peter dropped on to a relatively vacant strip of sidewalk, yawning and rubbing at his eyes. He and Cap hadn't even used up their full four hours of spar time; currently it was about a quarter till 6. While there were quite a few people out and about (city that never sleeps, after all), it was safe to assume that most of New York was still in bed at this hour.

 _Those three goons of his came stomping and yelling out of nowhere just to get me to fight them, though. They_ wanted _to have a go at me. Maybe if I just go around town making a big ol' ruckus myself,_ they'll _come to_ me. _And once I plow through the jungle-themed tri-ass-a-lon, I'll just wait for whoever always comes to get them to pick up the trash. I doubt the Big Man would let such expensive pawns be thrown in prison. He's somehow kept them out of custody's reach after the last couple of fights, but not this time. I've learned from my mistakes. I'm going to beat anyone he throws my way down to a pulp, and then I'm gunning straight for the man running the entire circus. He can't hide forever._

As he strolled aimlessly down the street, blinking his heavy eyes, Peter wondered if he should stall for a little while longer. He seriously doubted there was any form of theatrics he could pull that would draw anyone out at this hour. He glanced up at the soft pink sky, when a flag swaying lazily in the breeze caught his eye. He recognize the landmark indefinitely.

 _Flagpole. Dawson's apartment is right beside it. I haven't visited him for a while now. It'd be nice to see him again, but it's so early. He's definitely asleep._

He was going to just walk past it, seeing that there was no point in visiting the family at this hour, when an image suddenly flashed in his mind. The scene from the nightmare, when little Dawson had been ripped from his grasp and murdered right before his eyes. The vision stood out so vividly in his head that he nearly gasped, stopping dead in his tracks on the barren sidewalk. _N-no. Dammit, Peter, it—it wasn't real,_ he told himself, leaning against a window for balance. _Come on. It was just a dream. Dawson is fine. He's perfectly fine._

After refuting himself over and over, Peter finally shook his head, sighing helplessly. His mind wouldn't accept it. He couldn't help himself. He cared too much. He had to go make sure he was really okay.

So, internally kicking himself for being such a moron, Spider-Man fired a web-line from his wrist and zipped on to the wall. In moments, he was crawling on to the familiar rooftop, eyeing the bright blue pool distastefully. He climbed around to the other side of the building until he found a small window. To his dismay, however, he discovered the curtains to be shut; he couldn't see if anyone was inside. He knew this whole ordeal was ridiculous in the first place—how paranoid could he possibly _be?_ —but he just had to be sure. Gingerly, he pushed up along the base of the window, and was surprised to find it unlocked. Opening it just enough for his lanky body to squeeze through, Peter glanced around to make sure no one was watching, released a slow breath, then slipped inside.

It took a moment for him to gather his bearings after he pushed through the curtains. A fan was spinning on the ceiling, blasting the whole room with chilly air. He blinked, and he quickly took notice of the Avenger posters that crowded all four walls, including one of his own masked face, along with a big clock and a calendar. The floor was littered with toys of every sort, one of which he nearly stepped on as he walked inside. Peter's eyes scoped across the dark room, and soon they fell upon a small form balled up beneath the covers of a colorful bed. With caution, he tip-toed over the moat of stuffed animals until he was standing beside the lump, and slowly he stooped down to his knees.

Not surprisingly, little Dawson was fast asleep. He was buried within the sheets like a pig in a blanket, one hand gripping tight to his pillow and the other shoved inside his mouth. He hardly made a sound as his back rose and fell, and his face was soft and peaceful. He was absolutely fine.

The sight of the little tike made Peter want to cry with relief. He had been worried for no reason. A heavy sigh seeped from his lips, and he slowly lifted up his mask, blinking his tired eyes. Carefully he laid his hand on the boy's head, watching him slurp on his fingers like they were popsicles. There was so much purity and innocence in that little bundle of perfection, so much that he felt responsible for. He was _too_ innocent, he realized. This kid had no idea how cruel the real world was, what evil lurked in the hideous shadows of this city, hungry to corrupt him and steal that perfection away. And there were so many others just like him. Knowing how easily the little child lying before him could be destroyed by the men after Spider-Man cut him to his core, and he shut his eyes tight, exhaling deeply. If anyone—if _anyone_ tried to hurt him, or his family, or anyone else he cared about, he would make them _pay._ He would show them what true fear was. The idea of something like that ever happening was almost too much to bear.

Then, coming to his senses, Peter sucked in a shaky breath, planted a tiny kiss on Dawson's forehead, then rose to his feet, giving his hair a gentle ruffle. He would protect him. He would keep him safe, and guard his innocence for as long as possible. That was all he could do.

Spider-Man's hands dropped at his sides, and he turned back towards the window. Now more than ever he had a good reason to fight, and to make his enemy look like the biggest asshat on the planet. He took a careful step over a plastic Captain America shield.

"Grrrrr..."

He froze. His was still as stone. Had he really just heard what he _thought_ he'd heard? With fearfully slow movements, Peter turned his head towards the direction the sound had come from.

"Grrrrr!"

 _Oh crap,_ he thought when his eyes met the source of the noise. _Not good. Not good at all!_

Sitting at the foot of the bed, wagging its curly tail wildly, was a _dog._ A _puppy,_ more like. It looked like some sort of husky mix. When did this happen? He didn't know Dawson had a dog! Its beady eyes stared up at him curiously, and it pawed at the covers with jittery excitement.

"Grrrruff! Rarf rarf!"

"No!" he whispered, waving his arms around frantically. "Sh-shut up! Stop it!"

Cheerfully ignoring his pleas, the puppy leapt off the bed, stumbling over its big feet as it ran right up to him and barking louder and louder by the second.

"Arf arf arf!" it yapped, and Spider-Man snatched it off the ground hysterically.

"Shut up!" he hissed, giving the dog a shake. "Please shut up! Oh gosh, oh gosh, how do I make you _stop?"_

The puppy continued to yip gleefully, and a groan to his left made his heart jump into his throat. He glanced over his shoulder in dismay, and saw the little lump under the covers begin to squirm.

"L...Lizzie?" a sleepy voice called. A moment later, a face popped out of the sheets, blinking repeatedly. "What are you barking at?"

The boy's hazy gaze fell upon a familiar figure standing at the foot of his bed. Although it was dark, he recognized the red suit the person had stretched over their entire body instantly. He was holding his dog up in the air, who was still barking excitedly in his face. Dawson rubbed at his eyes in disbelief, and Peter forced a nervous smile.

"Uh...hey, kiddo," he whispered, shrugging defensively. "I...um...I'm sorry, I just—I wanted to check on you, but then your dog, it's really loud, and now you're awake, and I'm really, really—"

"Spider-Man!" the little boy cried, flying out of his bed tackling him around the waist. Peter coughed from the sudden impact and nearly toppled to the floor. "It's you! You're here!"

Recovering, Peter laughed softly. "Yep, I'm here. Surprise for everyone."

"What are you doing here?" Dawson giggled, staring up at him wide-eyed. "It's so early! And I don't even need a babysitter right now!"

"I, uh, just wanted to make sure you were okay," he told him sheepishly. "I haven't seen you in a while. I thought you might've been gobbled up by that evil witch Ms. Carrie."

"Nope! She moved away, so she never got the chance to!" He wrapped his arms around Peter's legs, grinning from ear to ear. "It's so good to see you again! I'm so happy you're here!"

Peter chuckled amusedly, giving his hair a rough tousle. "It's good to see you too, kiddo," he said, then flinched as the puppy under his arm let out another long series of yapping.

"Oh! Sorry! Lizzie is so loud!" Dawson scooped a toy off the ground and stuffed it in her mouth, muffling her barking into a quiet growl. "I'm still trying to train her, but she's not a very good listener."

"She's a good little guard dog, though," Peter noted, placing her on the ground as she whipped her head back and forth. "No one will be sneaking in here undetected anytime soon."

Dawson giggled. "Yep! I'm surprised Mommy hasn't come to see what all the noise is about yet."

Peter's smile dropped. "Oh...your mom? I didn't think about—"

Footsteps stomped wildly across the wood, followed by the door flying open.

"What is going _on_ in here!?" A disheveled woman screamed, her hair falling around her face in scraggy, messy strands. Peter was so startled he stumbled backwards, tripping over a bouncy ball and landing flat on his rear.

"Ah! M-Mrs. Stevens!" he cried, staring up at her in terror. The puppy dropped the toy and hopped on to his chest, whimpering excitedly. "I—I'm sorry, I didn't—I wasn't trying to—"

All at once, the hostility in her eyes disappeared. "Spider-Man?" she said, pushing her hair out of her face and flipping on the light. "What...what on Earth are you doing here?"

"I was...uh..."

"He came to check on me!" Dawson explained for him, bouncing up and down. "He thought Ms. Carrie baked me into a pie!"

She blinked. "A...pie?"

Peter chuckled timidly. "Well, that's one way to put it," he said, wincing as he felt a wet puppy tongue lick his cheek. Realizing what that meant, however, he gasped and yanked his mask over his face. Mrs. Stevens smiled confusedly.

"Well, um, it's nice to see you again," she yawned, rubbing at her eyes. "Although, if we're being honest, I'd prefer a visitation a little later in the day. You nearly gave me a heart attack."

"I'm sorry, really," he restated, rising to his feet with the dog in his arms, who continued to lap at his masked face. "I've just...I've been really worried about you guys. There's been a lot of crazy stuff happening lately, and I wasn't sure if you were all okay."

"You mean with all those madmen attacking the city?" she asked. She wrapped her arms around herself, glancing at the window. "Well, we've been through worse. As have you, Spider-Man. We're lucky to have you here to protect us."

Peter smiled sadly. "Seems like you guys are the only ones left who think that. The rest of the city seems to have turned on me."

"I don't believe a word he says, that idiot from the Bugle," she snapped. "Neither should anyone else. That man speaks nothing but lies. He says that all the death and destruction that's happened over the last few days has been your fault, and that the police should go back to trying to throw you in prison. The lengths some people will go to turn a quick buck!"

Swallowing uneasily, Peter stared at the floor. "He's not exactly wrong, though."

"That's not true!" Dawson insisted, pointing at him firmly. "You're a good guy! You fight bad guys and throw _them_ in prison!" He pointed at Lizzie, who was still sitting in Spider-Man's arms. "And look! Lizzie is licking your face! That means she likes you, and that you're a good person. Dogs know better than anyone who's bad and who's good."

Peter giggled, handing the puppy over to the boy. "That's nice, Dawson. But the men that are doing this—well, they're doing it to get at _me,_ for some reason. They're hurting people and blowing stuff up just to make me mad and get me to come fight them. I'm not exactly sure why, though. All I really know is that the boss who's controlling them—whoever he is—has a major bone to pick with your friendly neighborhood web-slinger, and is willing to hurt others in order to kill me."

Mrs. Stevens shook her head in dismay. "You poor thing. I can't imagine how stressed you must be right now. Why do you even bother defending this city, especially when everyone's treating you like garbage? I don't see the logic in that at all."

Wiping off his slobbery cheek, Spider-Man shrugged jubilantly. "When has anything I've ever done been about logic? I run around the city in a spidery onesie and go up against gunmen with nothing but web-squirters and my bare fists." He rubbed at the back of his neck. "I keep fighting not because people want me to, or even because it makes any sense, but because it's the right thing to do. I don't think I could live with myself if I didn't stand up to bullies, especially when I know I have the power to stop them. I have a responsibility to try and keep hope alive, even when it feels like everything's falling apart. I keep fighting because when I see families like yours, I remember why all the crap I go through is worthwhile." He noticed Dawson was staring up at him all starstruck, and he smiled and gave him a pat on the head.

"Well, for what it's worth, thank you. No one's been more of an inspiration to our boy than you." Stretching her arms over her head, Mrs. Stevens yawned widely, then rubbed at her sleepy face. "Anyway, I think I'm going back to bed for another twelve hours or something. Make yourself at home if you want. There's coffee and creamer and all that somewhere. Just...don't make a mess."

Peter grinned shyly. "Thanks, but I'm fine. I'll probably be heading out soon. Sorry again for waking you."

"Wait, Spider-Man!" Dawson cried, grabbing on to Peter's hand. "You can't go! Not yet! You told me before that you had a surprise for me! You forgot it the last time! And the time before that! But you _promised_ you wouldn't forget it this time, remember?"

Spider-Man blinked in surprise. "Oh...darn it. I'm sorry, kiddo. I wasn't planning on actually visiting you today, so I don't have it with me. Again."

The little boy whined loudly. "Ah, I was so looking forward to it! Please try to remember next time! The waiting is killing me!"

"I'll do my best," he assured him. "But until _then..._ "

Peter suddenly scooped Dawson off the floor and tossed him into the air, taking him by surprise and making him scream with joy as he dropped back into his arms. The puppy began barking again and hopped all around them, dropping its front legs low to the ground and sticking its wiggly tail way up high. To follow, he held him upside-down by his feet, making him giggle and screech with delight.

"Spider-Dawson didn't become scared of spideryness while I was away, did he?" Peter asked him, smiling evilly, but the little boy was laughing too much to answer. He spun him around and placed him on his shoulders, where he leaned over his head and pulled at his mask.

"Again! Again!" he insisted, still trying to catch his breath, but Peter could only laugh. If only everything he did could be this simple, this irreproachable. There were few things he could think of that yielded him more happiness than bringing a smile to a kid's face. Although saving lives and kicking ass created a similar sensation of warm fuzzies inside of him, seeing joy bloom from the most innocent of places at his hand somehow felt more profound and meaningful. It was a crazy way of thinking, but he couldn't help it. He could only wish that protecting the city from bad guys was as easy as making a little kid laugh.

 _Spidey sense._

It struck him fiercely at the base of his skull and made his muscles instantly go stiff. His ignorant jubilance disappeared and his smile instantly fell.

"Again, please!" Dawson giggled, kicking his feet eagerly. To his surprise, however, Spider-Man snatched him off his shoulders and placed him on the floor, his movements quick and deliberate.

"I—I have to leave now," he said out of nowhere, his voice suddenly laced with worry. "There's something wrong."

Dawson blinked up at him confusedly. "What's the matter?" he asked, cocking his head to the side. "Am I too big for you to pick up for a long time now? I've grown, like, two and a half inches since I turned five!"

Peter knelt down in front of him and laid his hands on his shoulders. "Something bad is about to happen outside. I have to go stop it. Stay here and keep your family safe for me."

Just as hastily, Peter rose to his feet and marched towards the window. Still a little stunned, Dawson stood behind him, his eyes wide and curious.

"Spider-Man?" he called as Peter crouched on the windowsill. He glanced over his shoulder at the little kid staring up at him. His face was round and innocent, and the puppy sitting beside him wagged its tail nervously. His hands were balled behind his back. Then a grin spread across his face, and he pumped his fist triumphantly into the air. "Kick their _butts!"_

Despite his anxiety, Peter laughed quietly. "Will do, bud. Catch yah later."

"Don't forget the surprise!" Dawson yelled after him, but his voice was cut off as Spider-Man pulled the window down and webbed it shut. After giving it a few experimental tugs, Peter leapt off the apartment and fired a bio-cable from his wrist.

 _This is bad. I can sense it. It's coming from every direction. Someone has launched an attack on the entire city._

Peter landed on the flagpole and clung to its skinny shape apprehensively. He scoped across the undisturbed streets below. His spidey sense throbbed continuously inside his skull.

 _What the hell is going on? Is this another one of the Big Man's schemes? It's hardly past sunrise! How did he organize this so fast? How is that bastard always one step ahead of me?_

In that moment, a crash sounded, followed by a body flying from behind a building and slamming into a car. The man lied motionless, blood pouring from his head. Whoever the person had been was gone; he sank to the pavement, lifeless.

Spider-Man leapt off the flagpole and sprinted to where the civilian lied. Horror struck him the chest as he stared down at his bloodied form, quickly replaced by a terrible anger. A second later, a maniacal laugh tore through the air from behind him, and Peter whirled around.

"Spider-Man!" a strange man yelled from above. "Come out, come out, wherever you are! Crawl out of your cowardice and come fight me, or more people are going to paint the streets in your name!"

Peter's wide eyes stared up at the person meandering towards him. This was _not_ one of the freak trio that he had already fought. He had never seen anyone or anything like this man before. He had thick, dark goggles hiding his eyes and a trench coat draped over his body. Underneath he wore a dark green skin suit with some kind of gigantic belt encircling his torso. His gloves were black, and his pudgy form was suspended high above Peter's head. But other than his horribly unkempt hairstyle, the strangest thing about the person crawling towards him were the _tentacles._ Protruding from his back and moving like fluid extensions of his own being, the long, mechanical devices propelled him forwards like legs on a spider and made him sit at least six feet taller than the top of Peter's head. There were four of them in total, and their tips were armed with three-pronged hands that looked like they packed a serious pinch (haha get it). After creeping a little further down the street, the man suddenly stopped, a scowl forming on his face.

"You think I'm not worth your time, Spider-Man?" he screamed at the sky, balling his hands into fists. "Well how about _this?"_

One of the tentacles rose off the ground and crashed through the window of a building. A moment later, the long appendage withdrew from the wreckage with a lady grasped in the fingers. She was screaming in terror and kicking her limbs about helplessly, and he lifted her high into the air.

"Is this woman's life worth not your time? Are you not going to jump out and save her?" He drew the tentacle far behind his head. "Well _this_ is what you get for daring to label yourself a hero!"

With ease, the crazy man chucked the screaming woman across the road. Peter gasped, then sprung into the air. Her body collided into his with a harsh _thud_ , and Spider-Man grunted as his back crashed hard into the ground. The pair skidded until his shoulders slammed into the curb, and the woman tumbled on to the sidewalk.

Peter groaned as he carefully sat upright. "Ah, damn," he coughed, gripping his head. He climbed to his feet, then turned around to face the woman. She was lying against the concrete and gripping her arm, but appeared relatively unscathed. "Are...are you alright?" he asked her breathlessly. She pushed off the ground on to her elbows and stared up at him, face scared and pale.

"I...y-yes, I'm—" Her gaze suddenly shifted upwards, and her eyes widened in terror. _"Look out!"_

Peter's spidey sense went nuts, and he felt something grab him from behind. With a yelp of surprise, he was ripped from the concrete and dragged into the air.

"H-hey!" he cried as the tentacle lifted him upwards. The three finger-like claws were clamped around his arms, pinning them against his sides. He squirmed to break free, but their grip power was incredible. At the same time, it felt like something was being drilled into the flesh of his back—like a tiny, evil tick—but that was the least of his worries. The tentacle spun him around, and he found himself face-to-face with his adversary.

"At last," the man hissed excitedly, holding him a little too close for comfort. "I knew a do-good idiot like yourself couldn't stomach standing by while I murdered innocent people. I knew it would draw you out. I'm just glad you came to me first. Must be my lucky day."

Now, there were two ways Peter could choose to handle this little predicament. One: he could get really freaking pissed off and tell this guy just how absolutely _disgusting_ he was for killing people just to get his attention. It was what he wanted to do; after watching him fling one person to his death and then try to do the same to another, a terrible hate towards the man grinning before him had blossomed in his stomach, and there was nothing he craved more than to scream in his dumb face and go absolutely ninja-ballistic on him. But Peter knew that that would give his enemy power. It would make him want all the more to hurt other people because he'd know how much it upset him. Peter needed to stay calm and keep his enemy's rage and attacks focused on Spider-Man.

Which is why, not surprisingly, he decided to go with the second option: taunting and berating him constantly and mercilessly all while whooping his ass senseless. Although he knew it was to mask his true feelings, it was clear that this was the right place and right time to do so. He needed to get under this guy's skin, get him agitated and careless, and make it known to the rest of New York that they didn't have to be afraid of idiots like him. He was something to laugh at, something to make fun of, and someone who needed to be put in their place: bloody and pathetic behind the bars of a prison cell.

So, ceasing his squirming, Peter released a slow breath, then grinned behind his mask. "Wow. Today must be my lucky day too! I never thought I'd ever get this close to a wild _Moctopus_ before! I thought they were just a myth! Crikey, look at this _beauty;_ such a glorious and misunderstood beast romping about in its natural habitat like a fat dwarf with metal legs."

The man's sinister smile fell a little, and he wrinkled his brow. "What? What the hell are you blabbering about?"

"Moctopus. It's a joke, get it? Man plus octopus equals _Moctopus_. That's what you are. Which is also ironic, because I'm _mocking_ you right now. Could you let me grab my camera so I can snap a few pics of your face? I work for _Butt Ugly_ magazine, and I'm a thousand percent sure that a portrait of you would score front page next issue."

"Don't you _dare_ mock me you scrawny imbecile! My intelligence rivals that of any mind past or present on this pitiful earth!" Peter felt the claws grip him tighter, and he grimaced. "Who do you think had the mental capacity to construct such beautifully unconventional instruments of strength and maneuverability so acutely manipulated by mere thought? It was none other than I, Doctor Otto Gunther Octavius, the greatest mastermind of all centuries."

"Well now you've made this too easy for me, oh wise and humble whiner baby," Spider-Man laughed. "Trash Moctopus. I'm calling you _Doctor Octopus_ from now on. Doc Ock for short. It goes with the animal-theme craze trending among super villains these days, and rolls so effortlessly off the tongue."

Doctor Octopus gnashed his teeth viciously. "Why don't you laugh at this, you paltry worm!" He began to cock Spider-Man's body back in preparation to hurl him across the city, but Peter was faster. Summoning all of his spidey strength, he burst free from the tentacle's crushing grip and fired a web strand right at his face. The sticky fluid latched on to his skin, and Spider-Man zipped on to Doc Ock's shoulder, tipping his fist back and slugging him right across the mouth. Octavius screeched in surprise as Peter continued to pound his face in relentlessly.

"Don't be so ungrateful, Doc—I'm doing you a favor! Rearranging this ugly mug of yours might actually make you _presentable_ to society!"

"Ack! G-get off me!" he screamed, his tiny human arms trying feebly to guard his face. Spider-Man wound back his fist in preparation to deliver another crushing blow, when something suddenly enclosed around his hand. In an instant, he was flung across the street, and he crashed right into a streetlight. His back ached tremendously, but he quickly shook it off, jumping to his feet and sprinting back down the road.

Realizing he may have underestimated his enemy, Doctor Octopus cursed and clicked at his earpiece. "He's here, everyone. I've got him. Come to my location immediately and— _aagh!"_

"Who you whispering to, Octy?" Peter asked as he kicked the side of his face then flipped on to a skyscraper. "Calling your buddies from the cephalopod squad to join us? Don't even _try_ to tell me it's your girlfriend—we both know that's total BS. You should just make it official get 'desperate' tattooed on your forehead."

"Quit running your doltish mouth!" Doc yelled, lashing out with his tentacles. The arms jabbed at Peter like vicious serpents, and he dodged every which way as they struck the building. "Such incredible power, _wasted_ on a moron like you! You disgust me!"

"Says the guy with tentacles sticking out of the liver spots on his back," Peter giggled, springing off the wall. He stuck his feet out in front of his body and jammed them right into Doc Ock's stomach, making him gasp. The violent impact sent his enemy stumbling backwards, his four metal arms clamoring to retain their balance, before he finally fell to the ground with a cry of anger. Spider-Man webbed the tentacles to the asphalt and dropped on top of him, pinning his hands to the concrete. Octavius' shattered goggles reflected in Spider-Man's white lenses, which leered down at him threateningly.

"Now listen here, you disgusting slimeball," Peter growled in his face. "I've had to fight off more than my fair share of freaks this week, and all have had two things in common. One: they seriously need to go on that _What Not to Wear_ show and have Stacy London give them a makeover. I've already submitted the others' applications. And two: they work for some asshole they call the Big Man. Sound familiar?"

Doctor Octopus glared up at him hideously, teeth gritted together. "You think I'm afraid of you?" he hissed through bleeding lips. "Don't make me laugh. I know everything about you, Spider-Man. I know you don't kill your enemies no matter how much they deserve it. I know you're young, naive, careless. I know you're nothing but a boy hiding behind a grandeur costume and a quick tongue, too afraid to face the fact that you're really just an idiot and a coward."

Despite how alarming how much Octavius knew about his true identity was, Peter simply patted his head. "Well aren't you just a _darling_ little basket case of sugarplums and rainbows. Didn't Mama ever tell you there are better ways of dealing with your crippling insecurity besides putting others down? Here, say it with me: _you is kind, you is smart, you is important."_

"Enough!" he yelled, ripping his mechanical arms free from their bondage. Peter webbed his hands to the ground and stood upright, body poised defensively as the claws snapped at the air around him. "I will not be made a fool of by some child playing dress-up! I have intelligence and power that's capabilities far surpass the trouble of dealing with you! I'm going to kill you, and I will show the world what a worthless insect you really are!" Then his gaze shifted behind Spider-Man, and a wicked grin broke across his face. "And, unlike you, I have others here to help me accomplish my goals."

Peter's spidey sense suddenly buzzed like crazy inside his head. He glanced over his shoulder in surprise—right as a glowing hand slapped against his back.

 _"Aaaah!"_ Spider-Man cried in pain. Electricity coursed through his body in a violent rush, and he fell to his knees, gasping. In that moment, Doctor Octopus tore himself free with his tentacles and scrambled away, laughing.

"Now, Mysterio!" he snapped demandingly. Peter shook his head as he sat on the asphalt, fighting to recover from the surprise attack, when a small orb suddenly exploded against the ground in front of him. Thick blue smoke engulfed the air, and Spider-Man covered his mouth with his hand as he coughed harshly.

 _W-what?_ he thought with uneasiness crawling into his heart, glancing around blindly inside the dense cloud. _Did Ock's friends do this? How many of these guys are there?_

As the fumes swirled around him, Peter realized something didn't feel quite right. His mind felt hazy and his vision refused to focus. With effort, he stumbled to his feet, gripping his head in his hand and blinking repeatedly. _What...what is in this gas...?_

Out of nowhere, a tentacle slammed into his side, sending him flying out of the smoke and rolling along the asphalt. He coughed hoarsely on the ground before lifting his blurry gaze in shock.

"Muhahaha!" a strange figure laughed, stepping out of the cloud with his hands in the air. "Welcome to your doom, Spider-Man! It is I, Mysterio, master of the arcane arts!"

Despite Peter's current disposition, after looking this guy over top to bottom, he couldn't help but laugh out loud. "Um, what? _What?_ Oh—oh my _gosh,_ ahaha! You've got to be kidding me. What the hell, man? Are you for real?" He squinted a little and waved his hand in the empty air. "Like, seriously, are you? 'Cause right now I'm seeing like six of you."

"Silence, fool!" he boomed in his grandiose voice, scooping Spider-Man off the pavement by the spandex along his collar. "You are under the control of Mysterio's illusionary sorcery! Be afraid!"

"Yeah, I'm afraid alright. Afraid that this snow globe head of yours is screwed on too tight. How can you even breathe?" He rapped on the side of it curiously, and Mysterio threw him to the ground.

"Mysterio does not take kindly to disrespect from his audience! Perhaps this will teach you some manners! _Foetidum putredinem!_ "

From under both of his sleeves, Mysterio released more gas right into Peter's face, making him hack into his elbow again.

"Geez, dude, will you cut it _out?"_ Spider-Man jumped to his feet and bolted straight towards him. "Smoking is _so_ uncool. And you do realize there are pronouns such as 'I' and 'me' and 'idiot,' right? Hulk has already claimed the shtick of speaking about himself in third person, and when you do it, it's way less cute."

Peter swung his fist at Mysterio's fish-bowl face, but his hand passed right through him, and the figure vanished instantly. Stunned, he spun back around inside the smoke cloud, glancing left and right confusedly.

 _"Muhahaha!"_ the bubbly laugh came again, only this time it seemed to resonate from every direction. "Bow before the master of illusions! Beg for mercy!"

All at once, things began to go nuts around him. From out of the thick fumes, balloons began to expand and pop. A horse splattered with paint trotted by with Nick Fury on its back. Jameson leapt out of the smoke in a clown suit, screeched in his face, then vanished. Blinking deliriously, Peter shook his head.

"Uh...what the hell is going on?" he asked, unsure whether to laugh or scream as the chaos continued around him. This certainly wasn't one of his normal visions—at least, he hoped not. This was just downright _weird._ What kind of jacked-up drugs did that guy put in this gas?

Hundreds of Mysterios suddenly materialized around him, laughing obnoxiously with their arms crossed. Lucky for Peter, he had his spidey sense to guide him. Right as they all posed to strike, he detected where the true attack was coming from, and swung his foot in that direction. The back of his heel rammed against something solid, and he heard a yelp of pain cry from the fog. Everything soon became silent in the gaseous cloud, and Spider-Man narrowed his eyes.

Moments later, a pair of snakes slithered from the mist and hissed at his feet. Barring their jagged fangs, they lunged straight for him. He expected them just to be more of Mysterio's tricks, when his spidey sense suddenly went haywire. Spider-Man gasped as they latched on to his ankles, then yelped as he legs were ripped out from underneath him. He was dragged from the smoke cloud like a fish on a hook and lifted upside-down high above the street.

"You didn't forget about us, did you?" Octavius jeered, his face appearing to Spider-Man as a mess of crazy shapes and colors. He blinked repeatedly, trying to force the insanity from his eyes, but everything continued to look like a Jackson Pollock painting. Doctor Octopus flung him hard against the asphalt, making his skull rattle in his head. He grimaced feebly against the cold earth.

"Aw, poor Spidey," a new voice spoke from above him as he groaned in pain. "I don't think we've even gotten to formally meet!" He bent down in front of him as Peter dazedly lifted his head, and Peter felt him grab his wrist. "The name's Max. Maxwell Dillon."

A horrible electric shock jarred through him once again, and Spider-Man tore away from him rapidly. His whole body throbbed from the blow, and he stared up at the glowing blue figure in disbelief.

"But nowadays, most people call me Electro. And there's nothing I want to do more than fry you to a crisp!"

A blast of energy zipped from the blue man's fingers right at Peter's face. Peter somersaulted along the ground and watched it strike the asphalt he had been on moments ago, leaving a scar of black. He sprung around in a frenzy as Electro's attack persisted, twisting and flipping and jumping across the street, before finally taking the offensive. Spider-Man fired a bio-cable from his wrist that stuck to Electro's face, making him yell in surprise, then gripped the web in both hands and slammed it against the concrete. Electro face-planted into the street, grunting fiercely, before curling his lips back into a grin.

"Nice move, web-slinger. Now it's my turn."

An electric current suddenly zipped up the web-line right into Spider-Man's body. He cried out in agony and collapsed to the ground once more, twitching and gasping as it rippled through his system. After shocking him senseless, Electro laughed and buzzed over his head, joining the rest of the crew on the other side of the road. Huffing coarsely once the onslaught had ceased, Spider-Man winced as he forced himself upright, his muscles feeling stiff and achy.

The smoke had now fully dissipated, and his vision had finally begun to clear. At last he could see all of his enemies standing before him, and it was not a pretty sight. A fat guy with octopus arms, a man wearing an opera cape with a bowling ball for a head, and a dude who appeared to be composed entirely of neon blue energy. They stood together on the empty road, exuding confidence and grinning wickedly. Spider-Man rubbed at his pounding head.

"Damn, w-what is this? The Three Musketeers, _American Horror Story_ style? Where are all of you psychos coming from?"

"Not psychos, Spider-Man," Doctor Octopus insisted with a smirk, licking at the blood dripping down his face. "Geniuses. All of those who stand before you today achieved the forms they have now by unlocking their true potential. I crafted these arms with my vast intellect of science and engineering and merged them with my very being. Mysterio is a master special effects artist and has learned to use his abilities for tactical illusion and torment. Maxwell knows everything there is to know about electricity, and used his studies with bioelectric energy to transform himself into a being of pure energy." He grinned viciously. "Don't you see, Spider-Man? We are masterminds who have used what the world once shamed us for to become the most powerful super beings on the planet. And what better way to prove that truth than to crush the only thing that stands in our way: _you."_

"Technically my powers sorta happened by accident," Electro murmured, but Doc Ock knocked him on the head with one of his tentacles, shutting him up real quick.

"Wow," Peter said, clearly unimpressed. "You do realize that there are still the rest of the _Avengers_ left if I'm gone, correct? You know, two assassins, a super soldier, a flying tin man, a giant unstoppable green murdering machine, and the Asgardian god of thunder?"

"Oh, don't worry, Spider-Man," Octavius insisted calmly. "The rest of your little friends out in California have already been taken care of. You are the only one left."

Peter knew there was no reason to believe him, but he couldn't help but grow unnerved after absorbing his words. How did he know where they were? Was all of this somehow connected?

Swallowing slowly and forcing the worries from his mind, Spider-Man glared at his adversaries from the center of the street. "Well, what's three mad scientists teaming up on one itsy-bitsy spider going to prove? Talk about a lopsided playing field."

"It will prove that _no one_ —not S.H.I.E.L.D., not the Avengers, and not even you, the _amazing_ Spider-Man—can stop us. Your destruction will be the end of people depending on petty heroes in costumes to protect them. It will be the dawning of a new era of power." Doctor Octopus grinned sadistically. "And goodness, did I hear you say _three?_ Hate to break it to you Spidey, but you're not getting off that easily."

Footsteps that shook the earth suddenly thundered from behind them, and a gigantic figure burst through a parking garage like it was made of tin foil. Dust and concrete spilled off his meaty shoulders, and he snarled menacingly.

"Nice to see yah again, spider-brat," the Rhino snorted, pounding his fist into his palm. Peter's eyes widened beneath his mask, when the sound of an engine humming zoomed above him, and he glanced up to see a giant bird carrying a bright yellow man in its talons. The pair swooped down with the rest of the bad guys, then turned around to leer at him.

"Glad to see you're still breathing after our last fight," the Vulture chuckled, spreading his arms out to flaunt the enormous metal wings attached to his body. Shocker dropped to the pavement beside him, then raised one of his gauntlets threateningly.

"You ready for round two, bug?"

Spider-Man gawked in disbelief. _Uh...okay. Yeah. This might be a teensy bit more difficult than I imagined._ His wide eyes jumped between every one of their eager faces, sweat beading off his forehead.

"Uh...h-hey guys. How you all been? Beaky, still pruning those feathers daily I see. Shocker, my man, always love that retina-damaging color scheme you rock. Really burns out your eyes. And of course, Rhino! You big sack of love and body odor! Really missed you too, bud. Ooh, is that a _nineteenth_ chin I see? Poking out between your gargantuan nose and your saggy man boobs? I warned you to lay off those Pringles, man!"

The first three bad boys just glared at him furiously, and Spider-Man swallowed the lump in his throat. All of these lunatics—the Rhino, the Vulture, Shocker, Electro, Mysterio, and Doc Ock—working _together?_ How had the original trio repaired and recovered so fast from the beating Peter had dealt them the first time they'd met? And how had they all buddied-up in such a short time? There could only be one explanation.

He hated being right.

Gingerly climbing to his feet, Spider-Man stood before the army of supervillains. "So, lemme guess: the Big Man, right? He's responsible for this. He's responsible for all of _you,_ isn't he? I knew he funded and trained the first three, but I didn't know he made more. Guy must have a lot of time and insanity on his hands."

"The person you call the 'Big Man' was hardly a figure in all of this," Ock stated, his claws snapping at the air. "Yes, he funded us, and yes, he brought us together, but our transformations were solely products of our own work and bidding. We wanted power, and he gave us the objects to create it for ourselves. _We_ incepted the Sinister Six. But seeing that we and the Big Man all shared a common spite to kill you, it was only natural that we all teamed up in order to achieve that goal. Once you're out of the picture, we will truly be free to exercise our unstoppable strength."

Peter kneaded at his aching shoulder as he stood his ground alone. Then he chuckled mockingly. "Yeah, right. You're all just like every other one of his henchmen: _t_ _errified._ He's got you trapped beneath his control and would instantly cut you off if you disobeyed, and you know it. I bet that's the real reason you're trying to kill me—because he told you to, and you're too afraid to defy him. Stop pretending like you actually have a personal grudge against me; it's all just a facade. You're scared that in a blink of an eye he'll destroy you and take your power away. That's why you call him the 'Big Man' or 'the boss' or whatever. That's why none of you will say his name." Spider-Man grinned knowingly, releasing his shoulder. "Big talk from a bunch of weenies who don't amount to anything more than _lapdogs."_

He could clearly see the anger boiling in all of their eyes, which more than validated his accusation. At this point, he couldn't decide if that was a good thing, or a very, _very_ bad thing.

"The boy dares insult us?" Mysterio bellowed, whipping his cape around his body like a vampire. "Even now, when he's so clearly outmatched? He shall pay for his arrogance!"

"You're asking for it, pest!" the Rhino spat, stomping his foot.

"You stupid bug. We're gonna pummel you into tomato paste!"

"Yes! It's bug-zapping time for me!"

"Finally, the Vulture get's to claim his revenge!"

"Enough chattering!" Doctor Octopus yelled over them, stepping in front of the crowd with his chin held high. He leered down at the tiny hero standing before his team, the lonely child staring up at the army he had to face, and an imperious smile cracked along his lips.

"Let's _end_ this."

Time seemed to slow down as all at once, the Sinister Six charged at him. The expressions on their faces made it clear—they wanted him _dead._ Peter took a step backwards, true fear finally rising into his throat. _Oh gosh,_ he thought as they advanced ever closer, eyes darting between them and heart throbbing inside his chest. _How am I going to do this? I can't beat them all, can I? What the hell am I supposed to do?_

Decision reached: this was, in fact, very, very, _very_ bad.

But when Peter thought back to the dead man lying beneath the car, the woman he had barely saved, and everyone else these bastards had terrorized, he pushed his fear aside. He had to fight. Even if the odds were completely jacked against him, he _had_ to fight. He was the only one here to defend the city, and the only thing that could satisfy these psychos' bloodlust. He had to defeat them all to reach their dickwad boss. If anyone could do it, he could. He was the spectacular Spider-Man, for Stan Lee's sake. Damn right he would try.

Peter exhaled calmly, and his confidence materialized. "Wow, all of you at once?" he asked, bending low to the ground. "Ladies, please. I know I'm irresistible, but this is a bit extreme." Right as the six of them were seconds from trampling him, Spider-Man sprung into the air, laughing as they all dog-piled on top of each other with an orchestra of grunts and yelps of pain. Peter began to blanket them in a thick net of webbing, when a half-buried Mysterio suddenly raised his hand up dramatically.

"B-by the powers of the mystical arts I command: _desistere!"_

Black smoke began to spew from his palms, and Spider-Man's webbing instantly dissolved into nothing. The Sinister Six were back on their feet within moments, and Peter dropped right in the center of them.

"Come on, who wants me most?" he inquired flirtatiously, then sprung on to Octavius' face. "How 'bout _you:_ tall, fat, and revolting?"

"Get him, you fools!" Doc screeched, jabbing his tentacles at his skinny body. Peter danced and swung every which way, feeling metal arms swing past his body and air blasts zip above his head and bolts of electricity hiss over his skin. Many of their attacks were striking Otto, and he howled in pain.

"Idiots! Hit _him,_ I said, not me!"

"I got him!" the Rhino bellowed, and charged straight at them. Feeling his spidey sense throb in his head, Peter jumped off Octavius just as the monstrous man barreled right into his four-armed friend, and the pair crashed into a building. To follow, Spider-Man landed on top of the Vulture and punched him right in the skull, sending bird-man crashing hard to the ground. He leapt off his back and dropped beside Shocker, who glared at him spitefully.

"Rematch time," he growled, and fired a blast of energy from his gauntlets. Peter ducked evasively and pressed down hard on his web-shooters, feeling the bio-cable zip from his skin.

"You gave me quite a shock during our last fight," Peter admitted as the webs fastened to his yellow costume. "Now let me return the favor."

Double tapping on his upper-palms, electricity snaked through the webs and into Shocker's body. He cried out in surprise, clearly used to his suit blocking most of the pain that came his way, then sank to his knees. Another one down, for the moment. A spark of electricity buzzed by his ear a second later, however, and he whirled around.

"You're asking for it, web-slinger!" Electro yelled, shooting bursts of blue from his hands. Peter sprung out of the way and fired a glob of webbing over his face, making his screams muffled as he jerked around furiously. Peter latched two more webs to his back and activated his tasers again, hoping the overdose of energy would fry him out, but his prediction was wrong. The electricity flowed into Electro, made him glow a brighter shade of blue, then doubled back into the webs. The shock was so strong Peter was sent flying backwards, and he crashed into a hot dog stand with a yelp. As he lied there moaning between the ketchup and the relish, he realized it felt like his wrists were on fire, and he tore off his web-shooters hysterically. Down they clattered to the ground, sparking uselessly and utterly barbecued. No more taser webs for Spidey today.

As the Sinister Six began to regroup, a small fleet of cop cars whipped around the corner, and three officers in blue spilled out with guns in their hands. Spider-Man dragged himself from the wreckage as they ran towards him, shaking his head as he fought to recover. Although they'd probably just end up endangering themselves and causing him even more headaches, a little help fending off the Baddie Brunch at the moment would be appreciated. One of the cops was ahead of the others, and Peter turned back towards his enemies as he ran up behind him.

"Better late than never. I've really had my hands full. I don't know how much you can help, but if you and your buddies have some tear gas on you, maybe you can toss it into the fight from the sidelines, or—"

 _BANG._

His spidey sense had been ringing from so many different directions that he hadn't even noticed it until it was too late. Peter spun around just a bullet zipped into his leg, lodging itself inside his shin and splintering the surrounding flesh and bone. He gasped in agony and stumbled to the pavement, the sound of the gunshot ringing in his ears. Blood seeped into his costume and dripped on to concrete, forming small puddles beneath his leg. After staring at the wound in a stinging daze, he lifted his gaze to the officer in disbelief.

"W-why...?" he gaped, eyes switching from his face to the gun.

"Put your hands over your head and don't move! Under the authority of the New York Police Department, you, Spider-Man, are _under arrest!"_ He stepped closer to him, pistol trained on his head. Peter couldn't believe what he was hearing.

"W-what...what the _hell?_ I'm trying to _save_ the city from being torn apart by the pack of _lunatics_ behind me, and you just waltz in here to shoot me up and arrest me? What is your _problem,_ man?"

Without answering, the young officer lifted a buzzing radio to his mouth. "Sir? Yeah, I've got him. Shot to the leg and other minor injuries. Few witnesses around. Did the boss order a kill on sight, or are we bringing him in?"

 _Boss?_ Peter thought distractedly, staring down the barrel of the gun. Then the realization settled over him like a dark cloud. _What? No! It can't be! The—the Big Man? He's controlling the police! How is that even possible? First prison wardens, thieves, psychopaths, and now this? What_ doesn't _this guy own?_

"Roger," the officer said as the other two policemen jogged up behind him. Startled, Spider-Man panicked and shot globs of webbing over their weapons and across their faces. All three yelped in surprise, and Peter finished by enveloping their bodies in thick cocoons. They squirmed helplessly against the ground like gigantic treacherous caterpillars, and Peter realized that he couldn't trust anyone at this point. Anyone could be an enemy. He was truly alone.

As he fought the stand, sweat melting into his mask and muscles shaking, it dawned on him just how critical his mistake had been. Pain throbbed through his leg every time it moved, and before he had even reached his feet, something slammed into his chest and sent him crashing into a wall. He slid to the ground with a gasp, eyes struggling to focus on a bright yellow figure.

"Can't get rid of me that easily, bug," Shocker spat, charging up his gauntlets as he walked closer. The rest of the Sinister Six stood behind him, bloody and bruised and absolutely outraged. Another round fired from Shocker's fist, and Peter barely rolled to the right before it exploded against the brick. He sprung on to the wall as a tentacle rammed into the ground then backflipped higher as a lightning bolt almost stunned him silly. Shots were flying from every direction, and the only things keeping him alive were his trusty spidey sense and his screaming instincts. He dropped to the ground as a burst of red smoke popped above his head, when all of a sudden a shadow descended over his skinny frame. The Rhino was hurtling straight for him, and Peter's eyes went wide. He leapt up just as his beastly form rammed into the wall, sending Peter tumbling down his back along with chunks of rubble and mortar. He spilled on to the concrete with a cough, debris bouncing off his body.

"D-dammit," he muttered, pushing himself upright, when a claw suddenly clamped down on his injured leg. He cried out in pain as he was whipped off the ground, and a cruel laugh sliced through the air.

"Dammit, indeed," Octavius mocked him, watching the hero try hysterically to pry himself free of his grasp. "It seems even the police want you dead now. Lucky us." The sharp ends of the teeth dug deeply into his skin, making him want to scream. "Funny how all that crap you went through trying to defend these people amounts to nothing in their eyes."

"At least they h-have eyes," Peter forced himself to say, feeling the shattered bits of his bone shift around inside his flesh. He pulled at the deadly fingers desperately. "I'm s-starting to think you're blind, because if you could see yourself right now, I mean, _yikes."_

"Looks like you're running out of quips, Spider-Man. As am I patience."

Doctor Octopus threw him right at Shocker, and the yellow man fired an air blast straight into his gut. Spider-Man went sailing backwards until he slammed into an arm rail, causing a small group of people who had been watching the fight from a distance to gasp. His achy body rolled down the stairs until a lady stopped his descent, and she helped him into a sitting position as he groaned in pain.

"Oh my gosh," the young woman gasped, holding him up by the shoulders. "Spider-Man! Are you alright?"

Peter coughed harshly on the steps. His stomach felt knotted and his back nearly broken. Still, he was at least _breathing._

"Geez, lady, look at him—he's a total wreck. Of course he's not alright."

"Who cares whether or not he is? Little bastard lured those things here—he's getting what he deserves."

"My friend lost her son to one of those monsters! It's his fault he's dead!"

"Didn't you see him fighting them? I think he's trying to protect us..."

"Doesn't look like he's handling it very well on his own, though. Where are the rest of the Avengers?"

"Spider-Man," the girl said again, ignoring the chatter bubbling around them, "please, answer me. Are you alright?"

Summoning his spidey endurance, Peter shook his head. "Yeah. I'm fine," he insisted, grabbing on to the railing and lugging himself to his feet. The heated babbling quieted somewhat as the people watched him slowly stand upright. He rested the majority his weight on the uninjured leg, and he winced as a stabbing pain shot through his gut from the movement. Blood dripped down his shin on to the staircase, and he gripped his abdomen gingerly. "You all—please. You've got to get out of here. They're going to be here any second."

A book suddenly hit the side of his head. Hardcover, of course. He flinched as it struck him in the temple and dropped at his feet.

"Why don't _you_ get out of here?" an angry man snapped. "Leave our city and take your damn problems somewhere else!"

A few people gasped in shock while others snickered into their hands. Peter just rubbed at his forehead sorely, not exactly sure how to react, when all of a sudden his spidey sense rang inside his skull. He spun around just as Mysterio's head crested at the top of the stairs, laughing evilly.

"Witness the power of the arcane arts! _Ad somnum, stulti!"_

White smoke began to pour out of his sleeves and down the stairs. The civilians started coughing and hacking on the thick fumes as they blanketed over them. Then, one by one, each collapsed to ground, knocked out cold by whatever the hell was in the gas. Peter covered his mouth and nose with his hand as he stumbled backwards and dropped into the subway station, watching people sink to the floor and smoke billow out of the stairwell. The civilians in the tunnel stared at the scene in shock, and Peter glanced over his shoulder.

"Get away from here!" he cried, scrambling to his feet. "Go! Hurry! Before they— _gah!"_

A tentacle suddenly shot out of the cloud and seized him by the throat, cutting off his words as he was lifted off the tile. Fortunately, that got his point across, and the people began fleeing down the tunnel in a panic. Spider-Man clawed at the hand curled around his neck, kicking his feet around helplessly, until it cocked him back and hurled him at the subway line. Peter bounced off the top of one of the cars and dropped on to the concrete behind it, managing to land on his feet this time. Blood and sweat drenched his costume, and he was pretty sure his body was more blue than pink. He was getting real sick of being thrashed around like a punching bag real fast. He had to split them up and fight them individually. Time to stop taking a beating and start giving one.

Spider-Man hopped on top of the subway car as the Vulture, Electro, and Shocker filed down the stairs. Doctor Octopus fell in behind them, and Spider-Man offered the four a cheerful wave.

"Yoohoo! Bad guys! Better hurry up! The party train is leaving without you!"

In that moment, the subway began to pull away from the loading dock, and Doctor Octopus gritted his teeth.

"After him! Don't let him get away!"

The Vulture sprinted along the tile with Electro flanking him on the right. As the train began to pick up speed, Spider-Man webbed up the bullet wound in his leg and started running across the tops of the cars, ignoring the pain that every step caused. A blast of blue energy soon zipped past his head, and Spidey shot a look over his shoulder.

"Where do you think you're going, web-slinger?" Electro laughed, buzzing towards him rapidly.

"Crazy. How about you?" He fired a glob of webbing at his face, but he spun to the left with a snicker.

"I'm going to _kill_ you! How do you like that?"

"Ooh, such witty! So banter!" He hopped over another lightning bolt and rolled back to his feet, his arms pumping at his sides. "And actually, I lied. I'm going to Hogwarts. I've heard there's a giant wizard there that really likes spiders, so why not pay him a visit?"

"What is he prattling on about?" the Vulture scoffed as he flew up beside him. Electro shrugged carelessly.

"I don't know, something about wizards and pig zits. I never understand a word this guy says."

"You don't know what Harry Potter is?" Peter gasped in disbelief. "How the _hell_ do you not know what Harry Potter is? _Uncultured swine!_ If there's anywhere here with pig zits, it must be _you!"_

"Well, there's one thing I do know," Electro sneered. "You're outta train cars."

Peter glanced forward just as his foot met the edge of the subway. His sticky soles stopped him dead in his tracks, and he windmilled his arms a little before regaining his balance. Spidey turned around as fast as he could, and the Vulture sank his talons into his shoulders.

"How's it feel to be hunted like prey?" he cackled, trying to tear him from his perk.

"I'm still not over this you know!" Peter yelled, juggling between staying upright and getting the claws to release him. "I'll tell you what it feels like—like I'm in the Triwizard Tournament fighting a Hungarian Horntail."

The Vulture faltered. "Wait, what?"

Peter slammed his fist into his face. "Ugh! You _disgust_ me, muggle!"

The Vulture went soaring backwards and collapsed against the subway, thick blood gushing from his long, broken nose. Large chunks of Spider-Man's costume still clung to his talons, along with some of his flesh.

"Toomes, you moron! Don't let him sucker punch you like that!" Electro hovered above him as the subway chugged onwards, a sneer torn across his face. "You won't get rid of _me_ that easily!"

"Well, I could, if I decided to go all _Avada Kedavra_ on your ass. But that's not really my style."

Electro shot a sparkly bolt into his chest, and Peter flew off the front of the train. He spun through the air until his feet landed against the engineer's window; he barely managed to keep himself from being sucked under the tracks. He crawled around the front end and on to the side of the cars, popping up over the edge and scratching his head in thought.

"How about _Star Wars,_ then? Huh? If you seriously don't know what _Star Wars_ is, then I'm for real going to lose it."

"Quit your yammering! Why do you even _care_ if I know what it is?"

"Oh, I don't," Peter clarified, bending low against the roof. "I just needed to distract you before doing _this!"_

He leapt off the car and swung his foot in a swift roundhouse kick. His leg sliced Electro's body clean in half, making his lower half disintegrate and leaving the top part of him flinching in shock. Then he laughed loudly.

"Ha! You idiot! You thought that would hurt me?"

"No," Peter said, pressing down on his palms. A pair of web-lines latched on to Electro's forehead, and Spidey whipped him in front of the moving train. "But this might."

Electro screamed in surprised as the subway plowed right into him, blasting his ghost-like figure to bits. Peter flinched, seriously hoping the laws of energy applied here and that he hadn't actually killed the guy, but simply split him up into tiny, more manageable pieces. Whatever the consequences, it would definitely take him a while to gather himself back together.

"You _bastard!"_ a voice screeched, and someone tackled him from behind. Peter slid until his head was hanging over the edge, eyes watching the tracks whizz by. He threw back his elbow to try to knock his attacker off then rolled upright, but the person managed to stay on top of him. Bleeding profusely and deranged with anger, the Vulture leered down at him savagely.

"That is _it,_ Spider-Man!" he cried, standing on his legs with his fingers around his throat. "I'm done being made a fool of! I'm done being looked down on!" The Vulture grabbed a bundle of metal feathers in his hand and ripped them off his wing. He drew them back behind his head, teeth clenched in his mouth. "Take _this!"_

The Vulture slammed his fist against his arm, and the razor-sharp quills stabbed into his flesh. Peter sputtered in agony and kicked him off, sending him rolling down the subway for a long distance. He was back on his feet in an instant, however, panting viciously.

"You see, wall-crawler? I've taken what you used before to defeat us and turned it into a weapon of my own. The exact weapon I'm going to use to kill you!" He began tearing more and more feather-blades off his contraptions. Gasping, Peter ripped the knives out of his arm, only to feel four others fly past him and slice through his skin. The Vulture began throwing them at his skinny form in a relentless wave, and try as Peter might to dodge them all, his suit and body were being carved to ribbons. Unable to take it any longer, Spider-Man rolled over the edge and stuck to the side of the train, crawling down the opposite direction it was headed as fast as he could. The Vulture lifted off the roof and zipped after him.

Fingers gliding feverishly across the glass, Peter glanced over his shoulder in shock. _He can still fly?_ he thought, astonished. _Even after all of that? How freaking reinforced are those wings?_

"You can't escape me, arachnid!" he cackled, gunning his engines to full power. He caught up to him in seconds, and with a powerful, double-footed kick to his back, The Vulture sent Spider-Man crashing through the window, and he dropped inside the subway car. Shattered glass littered the floor and seats, and innocent riders screamed in surprise. He lied in the mess face-down for a moment, breathing harshly and swaddled in agony. Blood was oozing from his cuts in rivers; air was filtering raggedly through his lungs. The frightful murmurs droning all around him seemed distant, and the familiar hum of the subway beneath his body was surprisingly comforting, soothing.

Then the sound of someone smashing through the roof erupted from above. People cried in terror, and debris rained down from overhead. Somewhat jarred back to reality, Spider-Man sluggishly flipped on to his back, senses dull and body heavy.

"Your time is up," the old man jeered, striding towards his vulnerable form. Footsteps shivered across the floor like serpents. His eyes were cold and heartless, and his skin was gnarled like tree roots. Somehow in that moment he reminded Peter of the Grim Reaper coming to claim his soul. The Vulture ripped a single deadly quill off his back and pressed it against his throat, smiling victoriously.

"Kiss the world of the living goodbye, Spider-Man."

Some people were crying out in protest while others sat in indifferent silence. Peter's spidey sense was screaming in his head. He had to move, _now_. Just as the blade began to break the skin, Peter's muscles sprung into action with inhuman agility and seized the Vulture by the wrist. The bone instantly snapped beneath his grip, and in that same fleeting instant, Spider-Man gathered all the strength he had left inside and channeled it into one single punch. The amount of force behind the blow was so immense, he felt the Vulture's jaw shatter immediately upon impact. The old geezer was flung all the way to the back of the train, completely TKO'd before he even met the floor. The passengers stared at his crumpled form in shock, then glanced back over to Spider-Man who, after a length of strain, managed to struggle to his feet. He looked an absolute mess—costume and body alike shredded to bits, yet he was still able to make himself crack a smile behind his mask.

"Senior citizens...these days," he murmured, stumbling slightly and gripping on to the railing. "Cranky as hell...without their...d-discounted...prune juice..."

"Spider-Man?" one man said uncertainly, watching him sway from side to side. In that moment, the subway began to slow down, and he knew he had to get off as soon as possible. Peter crawled on top of the seats without responding, gripping tightly to his bleeding arm.

"Don't...don't call police," he told them, his eyes shut tight. "T-they're...in on it. Just...I don't know. Call the...the Life Alert...or something..."

Then he slowly climbed through the shattered window, leaving everyone staring in astonishment before the battered hero slipped out of sight.

Shards of glass spit on to the tracks below as he wormed through the opening and on to the roof of the train. Once he was comfortable with the speed, he sprung off the vehicle and stuck to the wall, slipping a little and panting heavily. The train sped away behind him like a thundering bull, and soon he was left all alone in the quiet darkness. After taking a moment to settle his breathing, he began crawling feebly down the ominous passage.

He found an emergency exit a few minutes later. He pushed through the doorway, climbed up the grimy staircase, then stopped when he stepped into a small room caked in graffiti. Lifting his gaze, he discovered the metal escape hatch, and with his failing strength, he shoved his back against the rusty doors. A horrible creaking sound followed, and after a few more seconds of effort, they burst open.

Sunlight bathed over his body as he reentered the world above. He was in the back parking lot of an abandoned restaurant with a large dumpster to his left and the yawning entrance to the sewers on his right. There was lots of space, yet no one else was around. Blinking his eyes, he crawled out of the hole and stood in the warm light. A flock of pigeons pecking around the garbage took off into the sky. Everything seemed strangely quiet. Then he collapsed against the concrete.

"Ow..." he moaned, finally absorbing the full brunt of his injuries. _Damn...those bastards did a number on me. I can hardly think straight..._

Then he scrunched up his brow. _Come on, Parker. Gotta clear your head. Map out a plan. I defeated two, but that still leaves four others. Who knows where they could be or what they could be doing to my city as I'm just lying here. I...I have to stop them. But there's no way I can take them all on in this shape. Not today, anyway, and not alone. I've got to get to a doctor ASAP. I hope Dr. Maes isn't too tied up at the moment to lend another favor to his bloody neighborhood Spider-Man. And I hope the now "Freakish Foursome" will take a break from all their baddie work while I rest up a bit._

Peter couldn't bank just on piecing himself back together, however. That wasn't going to be fast enough. He needed some backup _now._ He seriously hoped that Ock had been lying about his team being "taken care of" and that they weren't too busy with Hydra in California to come help a bro out. Gritting his teeth, Spider-Man dragged himself to his hands and knees. _Gotta call Cap. Have to tell him what's happening and_ make _him come down here with the rest of the crew. This has to outweigh whatever's going on over there. Innocent people's lives are at stake._

He had to get to Avengers Tower so he could contact them. He had to get going. Curling his fists against the asphalt, he slowly pushed himself upright. Then the sound of metal clanging rapidly against the pavement accelerated behind him, and his spidey sense went ballistic.

 _BAM._ A swinging arm suddenly rammed into his side and sent him careening into the concrete wall on his left. He fell back to the ground with a strangled gasp, shivering with shock as blood splattered against the pavement.

 _Wh-what? What is...?_

"Oh dear, Spider-Man. You're looking a little frazzled since I last saw you. Is all this attention just too much for you to handle?"

Doctor Octopus strolled towards him on his four metal tentacles, laughing madly. Rounding the corner right behind him were the other three amigos, all with sadistic grins scarred across their faces. Peter stared up at the quartet of enemies in terror.

"What? H-how...how did you...?"

"Find you?" he asked, lifting a claw up by his head. A small, blood-soaked device sat between the three metal fingers. "Why, I stuck this tracker in your skin when we first met. I didn't want you accidentally running away and getting lost in this big, scary city all by yourself. It was just a precaution in case we didn't kill you right away, one of which I'm quite glad for taking."

Spider-Man remembered the sharp pain that had struck his back right after Octavius had grabbed him off the street, and exhaled shakily. _Dammit. They've been following me this whole time._

"Now then," he continued cheerfully, looming over the quivering teen's ragged form, "time to have some fun, boys."

Peter tried scrambling to his feet before the claw could catch him, but he was far too slow. The end of the tentacle clamped around his body and chucked him across the parking lot, where he crashed against the ground and skidded across the concrete. A long trail of blood streaked the asphalt behind him, and he had barely sucked in a breath before a thick set of fingers curled around his wrist. Violently, they yanked him off the pavement and dangled him in front of snarling face.

"Remember this game, little man?" the Rhino snorted, and began slinging his body into anything he could hit. Peter couldn't comprehend what was happening as it went on and on and on. Splatters of red began to paint the parking lot, and after whipping him around like a rag doll for what seemed like a decade, he tossed him carelessly to the ground. His body fell limply against the concrete, and he lied there sputtering in a motionless haze.

 _Oh gosh. This is not good. Not good at all._ Everywhere he looked there was red. There was nothing left of him that wasn't stinging, burning, bleeding, or ripped to shreds. His body was a festering slab of raw meat. There was so much pain in so many different places his brain couldn't decide what to focus on. Everything was broken. Everything was on fire. He watched the dark liquid ooze from his flesh and gather beneath him in a thick, molasses-like puddle.

 _There's so much blood. There's so much blood. How much blood have I lost?_ Black dots began to creep around the edges of his vision. Footsteps approached him from behind. _How am I going to get out of here? How am I going to call the others? What the hell do I do?_ A hand closed around his leg, and after a strange sort of tingling sensation, he felt the bone with the bullet inside of it snap clean in half.

 _"Aaaaaaaah!"_

He began screaming in absolute agony. The pain from everything was too much to bear. He just lied against the asphalt, clutching his leg as it all crashed down on him. He throat soon became raw.

"Finally you've found a more suitable use for that mouth of yours," Doctor Octopus chuckled, slithering over to the wailing hero as Shocker stepped away from him. He watched him writhe like a worm on the ground, gasping for breath between cries of pain. "I knew when you went silent that you'd realized you were beat, but this sets it in stone. There's no sweeter revenge than watching your wise-cracking front crumble away to reveal the true creature underneath. You're pathetic."

Doctor Octopus lowered himself to the ground so that he was standing on his own two feet. Then, using all four tentacles, he grabbed on to each one of Peter's limbs and lifted him off the pavement. His screams had quieted to ragged gulps of air, for he was in so much pain that his body felt numb. Octavius stretched him out like a frog prepped for dissection and held him up in front of the Rhino's vicious face.

"O'Hirn, would you care to do the honors?"

The beastly man grinned savagely. "With pleasure, my friend."

Flaring his nostrils, the Rhino took a few steps back. He bent his head down, the razor-sharp horn hooked towards Spider-Man's abdomen. In that moment, Peter's heart grew cold with fear.

 _Oh no,_ he thought feverishly.

The jagged point glistened in the sunlight.

 _He's...he's going to impale me. Gut me like a fish._

He stamped his foot against the ground. Weakly, Peter tried to tear himself free from Doc Ock's grasp, but everything was stiff and unbelievably exhausted. He gritted his teeth in his mouth.

 _Can't move. Can't move. I'm trapped._

He huffed out a breath, then the Rhino began barreling towards him.

 _Oh crap. I'm...I'm going to die. Oh my gosh. I'm about to die right now._

With a cry of rage, the Rhino swung his horn towards his stomach. Petrified, paralyzed, and dripping blood, Peter Parker could only shut his eyes as death came flying straight for him.

 _I—I'm sorry. Everyone. I'm so sorry I wasn't strong enough. Guess this is it for lil ol' Spidey..._

Then, with a single word, every one of the bad guys froze. The deadly horn stopped inches from Peter's bellybutton, and he gasped hollowly.

 _Wait,_ a voice spoke in all of their earpieces. Spider-Man's advanced senses allowed him to hear it. It was deep, throaty, and rich with power.

"What?" Doctor Octopus breathed in disbelief, forehead creased with impatience. "Who—who is this?"

 _You know who this is,_ the voice growled threateningly. The four supervillains suddenly sobered up, glancing at each other with terrified nervousness. _This is your boss. Your_ real _boss._ _And, as of now, there's been a change of plans. I want you to bring the Spider-Man to me. Alive._

The Rhino's arms dropped limply to his sides. "But...we have him right here. I can skewer the little bastard with one blow. Do we _seriously_ have to—?"

 _Bring him to me,_ he demanded lividly. _That is an order. An opportunity has dawned on me that I refuse to miss, and I will not have your idiocy ruin it._ The voice was not one Peter recognized. It continued on like a general commanding his troops. _I'll be at headquarters with L. Thomson Lincoln in fifteen minutes. Do not keep me waiting._

Then the receiver went silent.

Jaw clenched tight, Octavius furrowed his brow and frowned disgustedly. He glanced up at Spider-Man's limp form, then cursed under his breath, lowering the maimed hero closer to the ground.

"Don't count yourself lucky just yet, Spider-Man," he spat. "I was about to end your suffering right here and now. But fate has a different plan for you. A longer, more gruesome plan. And I quiver with excitement at the thought of how this city's Kingpin plans on ending you."

Peter lifted his pounding head slightly. _What? Kingpin...?_

Doctor Octopus glanced over his shoulder. "Mysterio."

The man in the cloak strode towards him, raising his hands into the air. Spider-Man's chest was suddenly seized with terror. His lacerated hands curled into fists.

"No...w-wait..."

From identical compartments on Mysterio's palms, heavy white gas sprayed into his face. Peter coughed raggedly as the smoke poured into his lungs, and within moments his vision began to blur together. The monstrous black sludge invaded his eyes, and all sensation vanished entirely.

 _Wait! Dammit, I've got to know..._

Then his head dropped forwards, and the pain was gone. Everything around him tunneled into darkness.

 _Who...the hell...is The Kingpin?_

* * *

 ** _There. I finally said it. As if it wasn't obvious. :P SOooOoOOooo...yeah. Thanks again for all you awesome peeps who actually enjoy this crazy crap I write. :3 You all make me so excited to write and post these ASAP! Now someone get Peter a bandaid. I'll be over here, writing the next chapter, which isn't exactly any nicer than this one...ehehehehehe. Laters!_**


	13. Chapter 13

_Disclaimer: Potato_

 ** _So you thought I was evil in the last chapter, huh? Oh-ho-ho just wait. You're going to just ADORE this one. Thanks for all the nice feedback btw! Love ya'll. Now cry :)_**

* * *

 _Chapter 13_

"Is everything secure?"

"Yessiree, Cap. Whole building's been cleared. Wounded have been rounded up, and all Hydra agents have been captured, including that super fast freak. Clint got him in an ensnarrow and knocked him out with gas. He's being kept in a special transport copter. We'll have to deal with him more later. But right now, we're solid."

Steve Rogers slumped against the wall with a weighty sigh. He pulled off his mask and ran the back of his hand along his forehead, watching S.H.I.E.L.D. agents scurry across the wide landscape before him. Smoke trailed out of the Pym Tech facility and the air tasted of gun powder.

"Well that's a relief, considering how hectic everything was when I arrived. How are the others?"

Black Widow glanced over her shoulder with her hand on her hip. "We're all a little black and blue, but we'll live. Looks to me like you took the worst of it."

Cap chuckled exhaustedly. "I've always had a habit of getting myself beat up. I'm just glad we stopped Hydra from stealing whatever they were after—this Pym formula thing."

Natasha offered him a hand and Steve accepted it gratefully, rising to his feet. "I've never even heard of the stuff, but it must be dangerous if Hydra was after it. I'm sure S.H.I.E.L.D. is already looking into it as we speak."

In that moment, Iron Man descended from overhead and landed on the walkway. Close behind him from around the corner was Banner in some tattered shorts and Hawkeye with his bow, walking with a bit of a limp. Thor strolled casually from the wreckage with his hammer, and they all gathered together in a circle. Clint grinned smoothly.

"Well, looks like Hydra mess _numero dos_ has been officially mopped. Those guys won't be coming back from that ass-kicking anytime soon."

"It is good that we struck them so quickly this time around. Those pitiful men were no match for our power."

"Yep. Go team. Has anyone seen my shirt?"

With a mechanical whir, Iron Man's mask flipped up to reveal his sweaty face. "Whew, yeah. Great work here, ladies. Smiles all around. Now who's up for some milkshakes? I'm buying."

Captain America smiled amusedly. "I suppose it wouldn't bite, since everything seems to be all wrapped up here. I've been told there's this great little old-style parlor right around the—" he started to say. Then he blinked, his face suddenly growing somber. "Oh, wait. I just remembered. There's something I really need to discuss with you guys. It's, uh...it's about Spider-Man."

Tony Stark bit the inside of his cheek and glanced at the ground, as if he knew what he was talking about. The rest of the Avengers stared at him in surprise, and Bruce scratched at his curly hair with his brow narrowed.

"What do you mean? What's wrong with Spidey?"

Steve opened his mouth to answer, when a sharp voice in his ear made him flinch. Exhaling impatiently, he twisted at the small device as the static cleared up.

"What is it, Fury? We're all finished here, and we're just about to head out. We've got something important we need to take care of."

 _Whatever it is can wait,_ the newly reinstated Director of S.H.I.E.L.D. snapped briskly. _I was just informed a minute ago that something bad is happening in New York. Really bad. You all need to head back there as soon as possible._

"What?" Steve breathed, laying his hand over his ear. "But...I was just..." Then he shook his head sternly. "What's happening over there? What's going on?"

 _I don't know. Some kind of attack on the city by a bunch of heavily armed men. This all happened right after you and all of my agents left to take care of the mess in California._ Nick Fury suddenly went quiet for a moment, his voice growing uncharacteristically low and uneasy. _And Cap, you've gotta know. Something else has happened, something that has made this a lot more serious than I initially anticipated._

Steve Rogers listened to the old man's words intently, beads of sweat dripping down his face. Then his eyes went wide, and his heart twisted with fear.

"Oh no."

Tony's jaw tightened nervously. "What's wrong, Spangles? What is it?"

Letting his hands fall to his side, Steve's hollow gaze lifted to meet all of his teammates' eyes.

"Guys," he said, swallowing the lump in his throat, "Peter's in trouble."

* * *

The world was numb and silent. Black emptiness spiraled all around him. It was lonely, vacant, and isolated, but also strangely peaceful. Everything was quiet and calm. And for the first time in what felt like ages, there was nothing—no torment, no nightmares, and no pain.

The dream couldn't last forever, though. Eventually, the blissful spell would have to be broken. Eventually, he had to wake up.

Peter's eyes barely slitted open behind his mask. The sound of water dripping inside pipes echoed repeatedly from somewhere close by. It took him a moment to realize he was actually alive, awake. He inhaled sharply, then broke into a terrible coughing fit, one that racked his entire body and made his throat burn and ache. All at once, the battle's terrible agony returned to him, and he sucked in rapid, panicky gulps of air. _It hurts...dammit, it hurts. Everything hurts..._

Then he heaved a shaky gasp into his lungs and slowly released it. The attack took a moment to subside. His glazed eyes stared desolately at the wooden floor, which was marred with cracks and a thick layer of dust. It appeared to be partially slanted, as a small river of blood was snaking through the grime towards the opposite end of the room. Peter's delirious gaze slowly followed the glistening trail. Then he blinked, and he sluggishly scanned the wide expanse that encompassed his dungeon chamber.

He was in what appeared to be an old abandoned warehouse. The room was dimly lit by four small lamps on the ground, which buzzed and flickered frequently. Ancient-looking boxes were stacked along the walls and all the windows were boarded up. As far as he could tell, he was alone.

Peter was settled near the back of the warehouse. He was sitting on his knees with his legs fettered to the floor. His arms were stretched out at his sides, and two metal capsules were enclosed around his hands. The capsules were attached to thick chains that were fastened to pegs drilled deep into the ground. Breathing strenuously, Peter gave his restraints a few experimental tugs, but every movement sent agony rushing through him. They were far too strong for even he with all his power to break free from. It occurred to him that if he was able to activate the stingers in his wrists, he could possibly escape. But all attempts to unsheathe them proved in vain, and he found himself fiercely regretting not taking Dr. Maes' advice when he'd met with him earlier. After a few more moments of painful, fruitless struggling, Peter cursed viciously and squeezed his eyes shut, hanging his head low.

"You sure woke up fast, Spider-Man."

Peter's breath caught in his throat. Fear throbbed in his heart, and bloody sweat slithered down his spine. The voice had come from behind him. Gentle footsteps treaded along the wood.

"I had expected as such, knowing you and all your gifts. Lucky for me, my employer has fast and efficient men on his hands that constructed your restraints in less than an hour." The speaker stepped in front of him, hands behind his back. "And if I'm not mistaken, it doesn't appear as though you're going anywhere anytime soon. Remind me to give all of them a bonus before the end of the summer."

Peter slowly lifted his eyes to stare at the man standing before him. He was a strange sight to absorb; then again, he'd gotten kind of used to expecting the unexpected from his enemies over the last week. This one was at least dressed like a human being. He had a black suit on with a dark blue undershirt and a silver tie. He was very tall—at least a foot taller than himself—and had eyes like a vampire. His skin added to the effect: sickly white, like all the color had been drained from his flesh from the top of his head to the tips of the fingers poking out of his sleeves. Even his hair was white. When he grinned, Peter was repulsed to see that his teeth were filed to razor-sharp points, like the glistening fangs of a piranha. He vaguely wondered if the man had ever accidentally bitten his tongue before.

"Hello? Anybody home?" he asked, bending down to look him directly in the eye. "Does the great Spider-Man have nothing to say? No witty comment, no smartass quip? I never expected you keen to shyness."

Peter didn't raise his head. "Who...who are you?" he finally croaked out, his brow creased beneath his mask.

The man smiled cooly. "Who do you think I am?"

Spider-Man licked at his blood-caked lips, his dry tongue bathed in saltiness. "Edward...Cullen?"

The towering man let out a small chuckle. "There it is. I knew you'd come around." Then he stood upright, erecting his spine. "I am known by many names. My favorite is Tombstone. Because people know that if they cross me, that's all that will be left of them."

"You...come up with that...all by yourself?" Peter coughed hoarsely. Every breath sent agony rippling through his muscles. Ignoring him, Tombstone tilted Spider-Man's head up so the pair were glaring face-to-face.

"But I have a feeling you know me by my other alias," he said, his fingers curled threateningly around his chin. "The one you've been asking about all around town. The Big Man."

Peter's hazy eyes combed across his adversary's face discernibly. This was the man he had been searching for? This was the man who had caused all the suffering and the death in his beloved city? This was the man who had made Wanda nearly drive him insane, who had hired the Sinister Six to murder him, who had explicitly channeled all his money and effort into making his life a living hell? He expected himself to blow a fuse just from the sight of his horrendous face.

But instead, Peter laughed out loud. "Y-yeah right," he breathed, yanking his head away from his grip. "You're not him. The...the Big Man. You're not the one I'm after."

Tombstone's suave grin melted away. _"What?"_ he spat, curling his hands into fists. "What do you mean I'm not—?"

"Kingpin," Spider-Man interjected. He leered at the albino man intensely. "That's who...I need. That's who the Sinister Six answer to. You're not him. Different...voice." Peter clenched his teeth in his mouth. "Where is he?"

Tombstone's fist suddenly slammed into his stomach. Peter gagged in shock, feeling as though he was about to puke up his organs. He slumped against the wood, gasping and doubling over as far as his restraints would allow him to fall. A pair of hands seized him by fabric along his collar.

"You think me below your concern?" he yelled furiously. He swung a punch across Peter's face, shattering one of his eye lenses and sending bloody shards pinging against the floor. "You ignorant _bastard!_ Who do you think _created_ the Sinister Six?" He slugged him right in the chest, knocking the wind from his lungs. "Who do you think wanted you _dead_ more than _anyone else_ on the _planet?"_ A knee drove deep into his gut. "Who do you think wanted revenge after you _destroyed_ my plans?" Two thick hands locked around his throat, suffocating the life out of him. Peter choked and sputtered helplessly beneath the crushing grip. Tombstone scowled menacingly. _"Who do you think convinced S.H.I.E.L.D. and Oscorp to build an army of diseased chimeras to spread infection and chaos across the entire world!?"_

"Enough, Lincoln."

The fingers around his throat bit into his flesh like teeth. Spider-Man couldn't utter a sound as he flailed desperately above the ground. Then, cursing lividly, Tombstone released him, and he dropped limply to the floor. A fractured gasp tore through his body as air reentered his lungs, and he sat there wheezing like a fish out of water. Heavy footsteps padded against the wood in front of him.

"I...sir, I was only trying to—"

"You talk far too much. I will not let your personal vendetta against the boy allow you to bring him to an early demise. Your failures in the past will not tarnish my plans for today."

There was a moment of tense silence, punctured only by Peter's frantic gasping. Tombstone watched the young hero suffering before him with deadly focus, hands balled at his sides. Then, glowering furiously, he spun around to face the man behind him. Something inside of him had finally snapped.

"My failures?" he retorted. His pure white cheeks were hinting red. "You do realize, _sir_ , that you're only in control because of _my_ failures?"

Peter panted coarsely with his eyes barely open. He wasn't sure what was going on. _Did he say...what I thought he said?_ he pondered dazedly. _He's the one who planned the Project Chimera thing from months ago? He's the one who turned all those people into monsters? If—if that's the case, then doesn't that mean...?_

All he could see were two pairs of feet standing apart against the dusty wood. The stream of blood was flowing faster and thicker towards the man idling farther away. His enormous hands were interlaced in front of his body.

"Is there something you'd like to say, Lincoln?"

"As a matter of fact, _yes,_ there is." He took a threatening step towards the large man across the room. "Ever since Project Chimera failed and you replaced me as top dog, absolutely nothing has been accomplished. The only thing you've worked towards so far has been to kill this stupid red and blue idiot. No—not even _kill_ him. To make stuff to almost kill him and then never actually follow through in killing him. I'm the one who's got a grudge against him, yet you're the one who wants to keep dragging out his death sentence. You don't make _any_ _damn sense!_ If I was still in charge, the little bastard would already be in the ground, and we would be moving on to more important matters."

"You're the one who wanted to watch him crash and burn, Lincoln. I have simply expanded your wishes to a wider, more interesting scale. Clearly you're too dense to see the benefits behind my methods."

Tombstone gritted his teeth menacingly. "You know what? You're right. I _have_ been too dense. Too dense to realize that you're just some fat freak obsessed with torturing this moron for your own demented amusement. Your rep and your title are absolute BS and you know it. It's time someone put you in your place."

"You really want to do this now, Lincoln? You disappoint me."

The ghostly white man marched straight towards him. "Don't. Call. Me. _Lincoln!_ I am the Big Man! I am Tombstone!" He seized him by the collar and cocked back his fist. Blood boiled in his eyes. "And I will no longer cower before you, _Wilson Fis—"_

 _CRACK._

It all happened in one split second. The giant man had grabbed Tombstone's temple, wrapped his arm around his throat, and wrenched his head violently to the side. A sickening _pop_ rang through the air. After he released him, Lincoln wobbled back and forth a little, dropped to his knees, then face-planted into the floor. His neck was bent at a terribly unnatural angle. His eyes were wide and empty. Peter blinked in disbelief.

"Such a shame," the enormous man sighed, dusting his hands against his suit. "He seemed like a good man. Loyal, honest." He took the cigar from his lips and pressed it into Lincoln's forehead, leaving a black circle burned into his skin. Then he stepped casually over his body. "Too bad he let his impatience get the best of him."

Peter's muscles coiled against his restraints. "He's...y-you're..."

"I apologize for my discourteous entrance, Spider-Man," the gigantic man said, strolling up to stand in front of him. He adjusted his sleeves so they sat more comfortably around his thick arms. "This was not how I'd hoped our first official meeting would go."

Spider-Man stared up at him with terror in his eyes. "You're...The Kingpin."

A smile broke along his lips. "Yes. That is what most men call me, if they are even aware of my existence. But as my friend there was so kind to announce, those I am close to know me by my real name: Wilson Fisk."

 _Fisk. Wilson Fisk. So that's where all of this leads to. Wilson Fisk._

Peter's breathing was shaky. "So...if I say it...you're going to snap my neck, too?"

The Kingpin chuckled amusedly. "No, no. You are far too important to me."

He stared up at him with his eyes narrowed fiercely. Then he shook his head, dropping his gaze. "I...don't understand," he hissed at the ground. "I don't...I don't understand any of this."

"Then allow me to explain," Fisk grinned. The enormous man took a step backwards, allowing Peter to see him in all of his glory. And boy, was there _a lot_ to take in. The Kingpin was like a bald, fat, white version of the Hulk. His hands were bigger than Peter's entire head, his body was as wide as a barn, and his hairless scalp glistened like a freshly peeled egg. If the man wasn't so damn intimidating and Peter wasn't so broken, he probably would've burst out laughing. Peter watched him draw a small remote from his suit jacket as he slowly walked behind him. His spidey sense began to buzz sharply in the back of his head, and a shudder rippled across his body.

"What kind of man do you think I am, Spider-Man?"

Rigidly, Peter swallowed the lump in his throat. _Don't say it, don't say it._ "Didn't think you were a man. Thought you were a whale...wearing a suit." _Dammit, mouth._

Immediately, Peter was rewarded with an electric shock so powerful he almost blacked out. The horrible sensation reawakened all the pain gone stagnant inside his body, making him cry in agony and slump limply against the wood. Strangled gasps tore from his throat, and his muscles spasmed beneath his skin.

"Very amusing, I admit. But your sense of humor has no place in here. There's no one here to even laugh at your jokes. So why don't we make this simple and converse like the mature, respectable gentlemen we are?"

Spider-Man coughed raggedly with his eyes shut tight. "F-fine. Not...a whale. Professional...d-diagnosis..." He lifted his head up weakly. "You're a dickhead."

This time, Peter was positive he really did black out. He guessed for only a moment or two, because once he'd blinked the spotty darkness from his eyes, The Kingpin was standing back in front of him, a frown abounding his fat, bleary face.

"I suppose I'll just have to tell you, since you clearly don't treasure what remain of your brain cells." He slipped the device into his pocket and held out his meaty palms. "I am a man of opportunity. When I see potential in something, I go after it. I don't let it escape me. That's the reason why I grew in power so quickly in this town, and why so many people have grown to fear me." Fisk reached into his breast pocket and pulled out a small pin. He held it up for Peter to see. "That's also why I showed up on the radar of a dying organization desperate for someone like me, and why they were so quick to make me their leader."

Spider-Man eyed the shimmering pendant confusedly. Then his stomach turned to stone. _Oh no. You're kidding me. You've got to be_ freaking _kidding me. The Kingpin—Wilson Fisk—he's...he's the headman of—_

"Hydra."

The devilish red skull with the six curly tentacles leered at him sinisterly. "That's correct. After S.H.I.E.L.D. nearly dissolved Hydra once Lincoln's plan miserably failed, I was quickly contacted and placed as their monarch in attempt to save the organization from total destruction. And, as I'm sure you know by this point, I have followed through; we're more than surviving now. Hydra is _thriving."_

Well crap. So that's how all of this was woven together. The Big Man, The Kingpin, the policemen, the Sinister Six, the Hydra attacks—everything. It was all connected. How had he not realized it sooner? He seriously hoped he could somehow escape this hell alive so he could slap Tony in the face and tell him what a stupid, moron, asshat he was.

Then Peter glared at the floor. "But that...that doesn't explain why you're after me. Or why you wanna kill me...but also don't...at the same damn time."

"I didn't care for you initially. I _was_ aware that you, the Avengers, and S.H.I.E.L.D. were a constant thorn in Hydra's side, as well in my crime operation. But after assuming power, I thought it best we remained in the shadows slowly rebuilding ourselves beneath the detection of higher enterprises until Hydra was fortified once again. At least, that's how it was, until something interesting stumbled upon me: opportunity number one." Fisk raised a pager up to his lips and held down the button with his thumb. "Bring her in."

The doors to the left suddenly creaked open. Two men with strange helmets on their heads came staggering into the room with a person held between them. Her hands were bound behind her back and her feet were tied together. Her face was lacerated with dark bruises and bloody cuts. She had a gag over her mouth. They dragged her down the walkway and threw her to the floor, causing her to scrunch her eyes in agony and curl her body against the wood. Peter's blinked in astonishment when he realized who it was.

"Wanda...?" he breathed, trying to move closer to her fragile form and making his chains rattle about.

"Ah, yes. I assumed correct that you two had met."

Wanda slowly opened her eyes to stare up at him, whimpering meekly from the ground.

"Wha—what did you do to her?"

"What you made me do, Spider-Man," he stated simply, strolling towards her as she fought to lift upright. "This woman is one of my pawns. She and her brother were given to me from Sokovia to help further my operations in New York. They agreed to heed my every command, and in exchange I would give them the opportunity to pay vengeance to Stark. She's been a very useful asset thus far. Knowing well what she was capable of, I sent her to torment you and to gather intel concerning your secret identity. But to my surprise, she refused to share the information she'd obtained. She disobeyed her master. And, as you can tell, her disobedience has forced me to take...drastic measures."

The Kingpin bent down and ripped the tape off of her lips, causing her to gasp in pain. Wanda panted breathlessly, tears dripping down her face.

"She's tougher than I imagined, however. The pair of you must've really hit it off if she's this determined to protect you."

"Wanda?" Peter breathed, shaking his head in disbelief. "Why did you...how did you...?"

"But now is your chance for redemption, my darling," Fisk said smoothly, tilting her chin up to face him. "Tell me: who is Spider-Man? Who is the man behind the mask?"

Peter watched the droplets trace down her cheeks, leaving glistening trails along her skin. And yet, despite the blood, the bruises, the tears, her face remained a steely mask. Red energy flickered in her ashy eyes, and she leered at him with gritted teeth.

"Go to hell, you fat bastard."

The Kingpin's face skewed into a monstrous scowl. Instantaneously, he seized her by the hair and slammed her face against the ground, making her scream in anguish.

"S-stop it!" Peter cried, listing forward with all his might. "Leave her alone!"

"Only she can end this," Fisk growled, yanking her upright so she was facing Peter. Blood was trickling from her nose and lips, forming a pool on the floor and mixing with the stream already flowing across the wood. _"No one_ violates The Kingpin's orders. Now tell me who he is!"

"W-why does she have to tell you?" he yelled weakly. "Why can't you just...take off my mask?"

Wilson Fisk lifted his piercing gaze to meet Peter's. "Don't patronize me, boy. You know that's impossible. My men already tried. Your mask is somehow glued to your flesh—your entire suit is, rather. Unless we skinned you alive, that thing is not coming off."

Peter blinked in disbelief. "What?" he exclaimed, shaking his head back and forth. "What the hell are you t-talking about?"

"Francis," Fisk hissed, motioning with his head. One of the men in the funny green helmets marched straight up to Spider-Man, causing him to flinch. He watched him curl his fingers around the front of his mask and begin to pull upwards. Peter closed his eyes, expecting to feel the fabric slip off his face and to find himself standing before his enemies unmasked and utterly screwed, when something strange happened. All of a sudden, a tingling sensation stirred in the back of his skull, and the sticky hairs beneath his skin shot out from their follicles and snagged on to the red material, keeping the mask from lifting off his head. The Hydra goon yanked and tugged fiercely, trying with all his might to peel the mask from his flesh, but other than stretching his skin rather painfully, it wouldn't budge. Peter was at a loss for words.

 _What the hell?_ he thought as the man finally gave up with a huff. _The spider hairs? They're being activated on their own! I'm not even trying to make them do that! Could it be...my spidey sense? Is it somehow trying to protect my identity? When the hell did it start doing that? How the hell would it even_ know _to do that?_

Perhaps he hadn't been giving his arachnid-early-warning-system enough credit. Maybe it was more tapped into his thoughts than he had realized. He wondered if this was a new development in his ongoing 'Spidey puberty' thing that he had that he hated to think about. This had never happened before, as far as he knew.

Well, whatever had caused it, he was unimaginably relieved. It must've stopped them from discovering his secret while he was knocked out, and was continuing to do so now. That was both disgusting and cool as hell. At the same time, he realized the position it placed he and Wanda in.

"Now then, back to business," Fisk grumbled, his thick fingers gripping her firmly by the hair. "Tell me what I want to know, Scarlet Witch."

Wanda swallowed slowly, her chin sticking high into the air. "I will not be your slave anymore. I will die rather than submit to your will again."

"Wait!" Peter hollered desperately. "Wanda, don't do this. I'm...I'm not going to let you _kill_ yourself for me. If you won't tell him, then... _I'll—"_

 _Do not, Peter,_ a voice suddenly spoke in his head, causing his words to catch in his throat. It took him a moment to realize it was Wanda talking to him telepathically. Her eyes glowed a gentle shade of red as she stared up at him beneath The Kingpin's grasp. _Do not give yourself up. That will only make all my efforts to keep you and your family safe meaningless. All of my sacrifice to break free of his slavery will have been in vain. If you speak now, Fisk wins. I do not want that. I cannot let that happen._

 _You think I'm just going to sit here and let him kill you?_ Peter thought back. Forming the words in his mind was more difficult than he imagined. Not that he'd ever considered telepathy something he'd have to deal with over the course of his heroic career. _You're going to throw your life away for a guy you just barely met? To try to prove a point to your diabetic boss who doesn't lose a second of sleep over all the people he murders? That's just stupid. I'm not going to let that happen._

 _You do not get to make my choices for me, Peter Parker,_ she retorted, yet her voice was level and calm. _From now on, everything I do is my decision. Not his, not yours, not anybody's. Only mine._

 _So your first and last decision with this new enlightening mindset is going to be you having your neck snapped?_ he replied harshly. _Wanda, please. I won't be able to live with myself if you do this. It's not what me or my aunt want._

 _Do not fret,_ she assured him. Somehow her voice in his head spoke with tangible certainty and sincerity. _Fisk will not kill me._

"Tell me what, Spider-Man?" The Kingpin snapped, interrupting their ESP conversation. Peter jumped a little, fearing for a second he might've heard them talking. Then he shook the thought aside.

"T-tell you that...you're so damn fat, the doctor says your blood type is Nutella."

Fisk threw Wanda to the ground and stepped towards him threateningly. "You think that's funny, little hero?" he spat, stomping up to Spider-Man with his face mere inches from his own. "You're testing the limits of my patience."

"I think you're t-testing the limits of Earth's tectonic plates. There's...only so much raw, bulging fat they can handle teetering on top of them before they crack. Have you been playing hopscotch...around San Andreas recently?"

The Kingpin knelt down in front of him, his drilling gaze stony and unbroken. Then, slowly, a grin most unsettling peeled along his lips. "Yes, that's right," he murmured. Peter watched him reach behind his tie and draw a small knife. His spidey sense began to scream inside his head. "Keep cracking your jokes, Spider-Man. Keep trying to hide your true fear." He slowly lowered the blade against his shoulder. A chill shivered down his spine. "Let's see how long your charisma lasts when you're faced with absolute powerlessness, with unstoppable _suffering."_

Fisk drove the knife deep into his already wounded shoulder. Peter gasped in horror and went stiff as stone. His enemy's glare did not waver in the slightest.

"Go on. Throw out a quip or two. I'm sure it'll make it all better."

Spider-Man had barely opened his mouth when The Kingpin suddenly twisted the knife inside his flesh. He could feel the serrated blade carving up his muscles and scraping against the bone. This time, he couldn't suppress the wail of agony that sprung from his throat. He whipped his head away from the pain as warm liquid began to saturate his skin.

"Stop hurting him!" Wanda cried, squirming helplessly against the wood. Concentrating all her energy, she tried to afflict The Kingpin's head with horrendous images. Her hands were tied behind her back, and her mind was dazed with pain, but she somehow managed to focus her powers long enough. The large man suddenly went rigid as terrible memories from his past flashed before his eyes. His face grew pale, and his hands went still. It only lasted for a second, however, for moments later he shook his head and whirled around to face her, pupils dilated with rage.

"You vile serpent!" he screeched, swinging his foot at her face. "You dare try to use your powers against _me?"_ He kicked her square in the temple, and her head dropped limply against the floor. She laid unmoving.

"Get this traitor out of my sight," he spat over his shoulder. "She's lucky she's such a valuable resource, or I'd have crushed her skull long ago."

The two ugly men gathered her up and dragged her towards the exit. Bloody knife still stuck inside his shoulder, Peter watched her slide away with choppy breaths. "W-wait..." he moaned exhaustedly. "Don't...don't hurt..."

"And as for you, Spider-Man," Fisk huffed, drying his bloodstained hands on a pure white handkerchief. The doors creaked shut, and the pair were left alone in the warehouse once again. "I commend you on your ability to make me lose my temper. I always knew you were eloquent in irritation, but I admit I was ill prepared to deal with it sensibly. I will not let myself slip again."

As Peter gulped in fractured breaths, Fisk curled his fingers around the blade and ripped it from his shoulder. Spider-Man cried feebly and let his head drop in front of his chest, tears beginning to gather in his eyes.

"I realize now that all of this excess drama has been unnecessary. Lincoln, the twins, even the Sinister Six. Why, knowing your secret identity isn't even a requirement anymore. I should have known right when the gift fell into my grasp what I needed to concentrate my efforts towards. My true endgame."

The crimson blade dropped to the floor, bouncing and shimmering in the gentle light. The Kingpin slid his hand beneath his overcoat as Peter dangled hopelessly from his restraints.

"You asked why I targeted you, did you not? Why, out of all the heroes in this world, I went after the insignificant little Spider-Man? Why even when I had every opportunity to kill you, I chose to let you live, and in exchange I tried to twist and torment your mind until you were utterly broken from the inside out?"

From underneath the dark fabric, Fisk revealed a small glass box. It sat comfortably between two of his thick fingers. Peter was staring deliriously at the floor, and The Kingpin held the box in front of his heavily glazed eyes.

"This, Spider-Man. This is your answer to everything."

Blinking hollowly, Peter managed to focus his vision on the small container in front of his face. _Answer...to everything...?_ he thought, trying to ignore the stabbing pain still pulsing from his shoulder. From his _everywhere._

"This is the second opportunity I happened upon, thanks to my now deceased underling. The one that has helped me fashion my glorious plan for Hydra's revenge against you and your pathetic team. This is how you're going to help me destroy all that oppose us before ultimately destroying yourself, and everything and everyone you care about."

It took Spider-Man a moment to realize there was something _inside_ the box. It looked like a thick puddle of oil swishing lazily along the bottom. He watched it glide across the glass with a puzzled frown on his sweaty face. _What...? Destroy my team? What the hell is this fat lard talking about...?_

Then it started to move. The black oil began to move _on its own._ It crawled up the wall of the box then rolled back on to itself, twitching and writhing sluggishly. It looked like living tar. After watching the blob squirm about for a while longer, Peter's heart suddenly froze inside his chest.

 _W...wait a minute. No, it couldn't be. It was just a vision. It isn't...there's no way it could..._

"Lincoln found this strange creature on a random walk on the town. He managed to capture it and bring it to me. It's truly remarkable to look upon, isn't it?"

Peter stared at the goop with his mouth slightly agape. To his disbelief, it somehow seemed to stare back at him, and the slimy black tendrils began to beat against the glass excitedly.

"Wha...w-what the hell is that thing?"

Fisk lifted it in front of his face curiously. "Well, I'm not exactly sure, Spider-Man. From what I've learned after running a few tests, it is some sort of highly intelligent organism that fuses itself to other creatures in order to stay alive, and in turn it grants its host with uncontrollable power. That, or consumes their bodies whole." He grinned inquisitively, turning it in his hand. "I like to think of it as a...a symbiote. A beautiful, venomous symbiote."

As the seconds ticked by, the black sludge grew more and more active, and Peter grew more and more terrified. His heart pounded against his broken ribs; all of the color had drained from his face. His breathing was quick and shaky.

"I'm surprised you don't know what it is, Spider-Man. After all, you and this creature share the same blood."

Peter lifted his gaze to stare fearfully at The Kingpin. "What do you mean? How...how could you _possibly_ know that—?"

"Hydra still had some of your DNA left over from when they were studying chimeras," he explained cooly. "I compared that to the DNA of this little fella, and what do you know—it was almost exactly the same. Somehow, you and the symbiote are related. Somehow, one of you was created from the other."

Spider-Man's blood ran cold. He felt like he was having a panic attack. _No...gosh, don't let it be true. Please just let this be another vision. Please don't let this be real._

But this nightmare wasn't ending. The black ooze still sat in front of him, slithering about fervently. The words of the creature from the night-terror so long ago replayed sinisterly in his head. The nightmare he'd had after he'd nearly killed himself while trying to save the city from the plague of cross-species. The words that the same black monster that'd been haunting his dreams over the last few days had told him during the horrible, terrifying episode. _When the cross-species poison tore your DNA apart, I was created. After The Other managed to piece you back together, I remained inside of you, as the byproduct of the temporary genetic separation you experienced. Your blood mixed with the poison and the venom made me, which means that you and I have the same DNA. We are the same._

The horrifying creature from the internal battle. The black scourge plaguing his visions. Were those beasts actually one and the same, and somehow not just figments of his imagination? Was the monster real—created from his being in the aftermath of his near-suicide mission? And was _that_ what was squirming right before his eyes inside the small glass box in his enemy's hand?

If all this was true—if all that he was fearing was correct—then he had every reason in the world to be scared out of his mind.

Eyes red with terror, Peter dropped his gaze to the floor. "I...I don't know what you're talking about."

"I think you do, actually," Fisk grinned. "I think you somehow recognize the symbiote. And, if I'm not mistaken—" He held the box up close to Peter's face. "—I think the symbiote recognizes you."

The black monster began to throw itself against the glass with maddening ferocity. The demonic face with the jagged teeth and empty eyes that Peter had grown to fear began to form inside the mass of ooze. Spider-Man drew back as far from the box as he possibly could, chest heaving with every breath. The Kingpin let it jump at him a few more times just for his own amusement, then pulled the symbiote away and grabbed the top of the container in his hand.

"W-what are you...?"

"You seem a little on edge, Spidey. I suppose Wanda's short-lived torture session with you worked after all. I wanted you as close to the deep end as possible so once I reached this point, all it would take was one little push to set you off entirely."

"What do you mean? What're...what are you talking about?"

The Kingpin began to slowly screw the lid off the small glass box. Peter's eyes went wide.

"Hey! Wha—what are you doing?"

"I'm curious, Spider-Man," Fisk pondered out loud, twisting the top with agonizing leisure. "In every trial thus far, the symbiote has either completely devoured its host subject, or transformed them into a mindless monster of violence and destruction. But with someone like you, whom it shares its very own blood with, which do you think it will choose? Will the beast consume you, transform you into the Trojan Horse I pray you'll become, or do something new, something entirely different? Wouldn't you like to know as well?"

In that moment, with a small popping noise, the lid separated from the glass container. The inky creature writhed excitedly at the bottom of the box, and The Kingpin held it up to Peter's frightened face.

"Well, why don't we stop beating around the bush and simply put it to the test?"

Just as it did in all of his nightmares, the symbiote began crawling towards him. Off the bottom, up the walls of the glass. Spider-Man reeled back fearfully.

"No...wait a minute..."

The black monster began to creep out of the opening.

"P-please. Don't do this. You—you can't..."

Its slimy form began to stretch towards his body. The fluid mass of living darkness squirmed with eager excitement. Peter wrenched his face away in unrivaled horror.

 _"Stop it! Get away from me!"_

His spidey sense suddenly went nuts. He realized that this entire time, it hadn't been going off at all. Then, from every direction, the building began to explode. One by one, the crates along the walls erupted into balls of fire. Shards of flaming wood, glass, concrete, and everything in between flew at the pair in the center of the room, and The Kingpin bellowed in surprise. The shiny box dropped from his grasp and shattered against the floor. Screaming, the enormous man went sprinting for the exit and disappeared behind a pillar of fire. Spider-Man was left in the blazing building all alone.

It all had happened so fast Peter had barely any time to process the chaos around him. "Hey! W-wait! Help me!" he cried desperately. Planks of burning wood dropped from above as he began pulling at his restraints with all his might. His exhausted muscles strained; sweat poured down his broken body. And yet, despite all his effort, the chains would not release him. He was too weak to fight anymore. Terrible, sickening heat beat against him from every direction. His raw wounds screamed in the roaring blaze. Just when he thought things couldn't get any worse, the ceiling suddenly gave out overhead and collapsed on top of him in an avalanche of smoldering debris. And in that very instant, all hope was lost.

"H-help...please...some...body..."

He didn't know what had caused this, or why this had happened, but one thing he was sure of—it was over. He couldn't see or feel anything. He was numb. He had entered a world of despair—a world on fire. Bleeding, beaten, broken, and burning, the young hero laid beneath the fallen remains of the abandoned warehouse, heartbeat slow, breaths shallow, and vision fading. Death was imminent.

Then, among the raging sea of blurry colors, the outline of a figure materialized before him. It was tall, athletic, and dark. Vaguely he felt a weight relieve from his back, the chains break from his wrists and feet, and smoky, dry air surged into his lungs. Peter coughed weakly, everything dull and swirly around him, when a pair of hands slid underneath his body and lifted him out of the seething ruins. _Am I...being saved?_ he realized dimly. As the person rolled him into his arms and held him close against his chest, Peter caught a glimpse of his rescuer's face. _It...looks like...like a man. A man in a...black...mask...?_

The thoughts ran through his mind deliriously—right before his eyes rolled back into his head. But just as Spider-Man slipped out of consciousness, he heard a gentle voice speak into his ear. It was calm, collected, but at the same time uneasy. It was a voice he had never heard before.

"Don't worry, kid," it spoke hastily. "I've got you."

* * *

 _ **EEEE! I'm sorry, I had to do it. I couldn't help myself. I love him so much. Okay but anyway so yeah I know this is probably super confusing if you haven't read my first story in a while, so sorry. You can jump back if you need a refresher cuz I don't really feel like explaining it all right here :P. BUT OMG I'm so excited to write this next chapter though because it has THEM in it! Yaaay! I love them! I hope you guys love them too! Sorry for all the ambiguity! Until next time! Review maybe? ;D**_


	14. Chapter 14

_Disclaimer: "You can smell a man on the third floor?" "You'll smell him soon enough. He really likes that cologne."_

 ** _So...yeah. Sorry for not posting in like...months. In my defense though, I've been so busy it's actually kind of hysterical. I'll sum it up: 18th birthday (crap I'm an adult), Homecoming, Ed Sheeran concert, Fear the Walking Dead, varsity basketball, 4 Ap classes, job, degenerative disc disease (apparently I have it lol I just found out like 3 weeks ago and now I have to go to physical therapy 3 times a week...yaaaaay), taking photos for yearbook, & hanging with bae and homies, etc. (yes, I have a life outside of this...most of the time ;) )...so there. My excuses. Now read the chapter that I managed to piece together through all of that craziness. I think you all know where this one is going...hope some of you out there love the show as much as I do... :D_**

* * *

 _Chapter 14_

 _"I can't believe this. What the hell were you thinking?"_

 _"That a kid was being tortured and needed my help. What would you have done?"_

 _"Certainly not have blown up the building he was being tortured in! Half his body is fried to a crisp!"_

 _"I didn't have any other options. The entire warehouse was surrounded by Fisk's men. I needed a distraction. I could smell gunpowder inside, so I threw a flare into the wall and was going to sneak in on the opposite flank. But I guess there was a bit more gunpowder than I anticipated, because the whole place went kablooey. My bad, alright? At least I got him out alive."_

 _"Your definition of alive has always been a wide stretch. I mean, look at this guy! Do you really think I'm equipped to save someone in this bad of shape? I barely manage to keep you breathing when you come stumbling in here half-dead and drenched in blood. Why—_ why _do_ _you keep putting me in this position?"_

The man bent down to kneel beside her. He slipped off his mask and laid his hand on her shoulder.

"Claire, please," he said softly, rubbing at her back. "I need you to do this. I _know_ you can do this. You're the only person I trust that can help him."

Moaning quietly, Claire buried her face in her hands. A bloody towel laid on the floor beside her, along with a pair of gloves and some scissors. Her brow was creased deeply. She sat bent over her lap for a moment, shaking her head slowly back and forth. Then, with a long sigh, she let her hands slide defeatedly to the ground.

"Get my kit, you stupid prick."

He hinted a smile. "Thank you, Claire."

* * *

The first time Peter regained consciousness, he didn't open his eyes. He didn't even move. He simply lied in a mindless daze, sluggish and silent. Then the feeling of hands pressing into the stab wounds on his arms became tangible, and he cringed internally.

 _Stop...it hurts..._

The fingers dug deeply into the damaged flesh, and ten more began prodding against his broken ribs. It felt as though they were looking his entire body over for injuries—although he was pretty sure his entire body was _one big injury_. He could hardly stand it. He had to make it stop.

 _Oh gosh...please don't..._

He couldn't even form the words to protest, nor make his broken, lifeless body move. It felt like there was something in his mouth. The pain began to grow dull, and reality spiraled into a void.

 _P-please...stop. Please..._ Peter begged in his head. Then his mind slipped back into darkness.

When he stirred a second time, he actually woke up. His eyes fluttered open, and he found himself staring at a low black ceiling. Everything was hazy and fuzzy, and it felt like he was floating on a cloud. He lied motionless for a moment, blinking deliriously and cycling slow, heavy breaths through his lungs. Nothing made sense. His scrambled mind refused to conjure a reasonable thought. He was trapped in a lucid stupor.

"Angle the light a little lower. I think the hemorrhage is from his liver, but it's too dark in there for me to be sure."

"Um, I can't really—just move my hand where you need it to be pointing."

"Oh my _gosh._ This is like something out of a bad dream. Operating on a dying superhero with crappy surgical equipment and a blind assistant."

 _Voices,_ Peter managed to pinpoint. His glazed eyes slid shut. _Whose...are they? And what are they talking about...? Operating, surgery...?_

"Don't think about it. Just do your thing, Claire. You're totally capable of—" The male voice, which sounded somewhat familiar, suddenly faltered. "Wait. His heartbeat's increased. He's awake."

"What? He can't be awake. That anesthesia is supposed to keep him out for at least three and a half—"

"H-hey..." Peter finally croaked, reopening his eyes and trying to lift his head. His bleary vision was having trouble focusing. "Who's...talking...?"

He heard a woman gasp, followed by someone quickly jumping to their feet. Numb and confused, Peter sat upright, blinking his eyes repeatedly. Then a pair of hands seized him by the shoulders and tried to shove him back down.

"Stop moving. You're critically injured."

Peter lifted his gaze up to the person standing over him. He recognized the unnerving black mask covering the man's eyes from when he'd been pulled from blazing rubble of the warehouse. His brow knitted together.

"Hey...y-you're..." He blinked slowly. "Who...who are you...?"

"Doesn't matter. Someone who's trying to help you. My friend and I are doing everything we can, but you need to stay down if you don't want to die."

Puzzled, Peter glanced around the man's shoulder. A fuzzy image of a woman with her mouth slightly agape and fear clouding her irises was sitting on a stool behind him. A plate with a bloody scalpel and bits of glass and wood sat on her lap, and she held a pair of thick tweezers between her gloved fingers. Peter's breathing began to accelerate.

"W-what are you doing?"

"Spider-Man, lay back down." Her voice was stiff and edgy.

The man holding him was trying to block his view, but Peter lazily shouldered him aside, eyes locked on the woman's face. Then his gaze dropped down to his abdomen, and he inhaled sharply.

His stomach was cut open. He could _see_ his insides. Raw, red, oozing, pulsing. There were splinters of debris stuck in the flesh. He wheezed out a breath, eyes wide and face colorless. Terror began swallowing his soul. He couldn't look away from his gaping body. He started hyperventilating, and the masked man gently pushed him back against the cushions.

"I tried to warn you," he muttered.

"What—what are you _doing_ t-to me?"

"Hook this tube to the mask. He needs to go back under."

"W-why I am c-cut open?"

The man in black secured the pipe to the end of the mask and clicked on the machine, which began making a strange buzzing noise. Peter was seized with panic as he lied rigidly on his back.

"Why c-can't I feel anything?"

The stranger wrapped a strap around the back of his head and laid the face mask over his mouth and nose. One of his hands was holding his uninjured shoulder down, while the other was holding the mask firmly in place.

"Relax, kid. Slow down. Take big, deep breaths."

Peter's eyes were wet with tears. "S-somebody _answer_ me!"

"He's losing too much blood. I've got to patch up his liver before removing the rest of the fragments."

"How long will it be until the gas takes effect?"

"We don't have that kind of time." She grabbed a syringe and the bag it was attached to out of crate and hurried to Peter's side, taking hold of his hand. It sat limply in her own. "Spider-Man, listen to me," she said assertively, trying to calm him down. He was gasping for breath and staring desolately at the ceiling. He couldn't keep the tears from slipping down his pallid cheeks. She held tightly to his wrist. "Just sit still and breathe normally. I'm going to inject some more sedative into your hand to knock you out again."

"P-please," he choked, his voice breaking with fear. "Please, just...t-tell me what's going on."

"I will once all of this is over," she promised. He didn't feel the needle sliding into his vein, but he shivered as the icy liquid entered his bloodstream. The medicine swimming through his system along with the cold gas flowing into his lungs made his whole body feel chilly, frozen. His rapid breathing began to slow, and his frenzied mind began to settle. The woman's calm face leaning over his own faded out of focus, and black fuzz crept in on the edges of his vision. A hand laid against his forehead as his eyelids started to sink.

"Until then, rest. We'll do everything we can to save you."

Seconds later, his eyes slipped shut, and sleep claimed him once again.

* * *

It was around 9 p.m. when history finally decided to repeat itself. To be honest, only one of the three people in the house had expected a positive outcome after the long, grueling day. But for once, it looked like the third time was actually the charm for the weary teenage superhero.

He found himself in the same position he'd been in before: flat on his back, staring up at the same black ceiling sitting low above his head. He was terribly groggy, disoriented, and woozy, but his body wasn't numb the way it'd been last time—which unfortunately meant he could feel the pain radiating from all of his horrible injuries. But for some reason, that comforted him; it at least validated the fact he was indeed _alive._ And he felt less like a ghost trapped in a empty, senseless body and more like a human being stuck in a body that really freaking hurt _everywhere._

Groaning in agony, he fumbled with the mask on his face until it fell off his mouth and grappled for the headrest of the couch he was on to try to lift himself upright. The moment the muscles in his core kicked in, however, pain like a knife stabbing into his gut afflicted him, and he bent over his stomach with a quiet yelp. He squeezed his eyes shut and clenched his teeth together, whimpering feebly as pain coursed through his body like blood in his veins. It seemed every inch of his flesh was branded with its own special way to torment him, whether burned, sliced, bruised, broken, or a fun combination of all the above. No matter how he moved, something ached. Even simply sitting still was awful. Panting exhaustedly, he took a moment just to breathe. His chest rose and fell unevenly against his fingertips, and he ran his tongue across his lips. Then his eyes slowly opened again, and with as little movement as possible, he stared around the room he was in.

It was unsettlingly dark. What looked to him like a standard single-person apartment in New York was hardly illuminated by eerie yellow lights. There was a small kitchen on his right, a couple of doors sitting ajar just behind him, and a short hallway leading to the front entrance past his feet. A fan spun lazily overhead. He was hot, sweaty, and extremely uncomfortable. The I.V. needle was no longer in his hand. Moaning, he slid a foot off the couch and placed it carefully on the floor, one arm coiled around his burning stomach and shaky breaths heaving from his throat.

"I wouldn't do that if I were you."

Peter went rigid. His spidey sense wasn't go off, but after everything that had happened over the past couple days, you couldn't exactly blame the guy for being easily spooked. He just sat there staring at the ground, waiting for whatever was to come.

"My friend just finished sewing you back together about an hour ago. Moving around at all at the moment is probably not in your best interest."

The voice was coming from behind him. It had a smooth and matter-of-fact coolness to it. Peter had grown to connect it with the man in the black mask. His assumption was verified when he heard a person get up and stroll around the couch, followed by the familiar figure kneeling down in front of him. One hand rested on the ground, while the other was sprawled over his knee. He was an incredibly unfriendly looking person, like a serial killer or a ninja you could rent from a hit-man website, yet his casual body language spoke differently on the matter. The corners of the man's lips were gently torqued into a small smile.

"Of course, if I were you, I probably wouldn't be listening to me. I probably would've made a break for the door by now, only to collapse in a puddle of blood two seconds later. From personal experience, I highly suggest against it, but I guess you can try if you want."

Peter eyed the man apprehensively. He was dressed in a skin-tight, long-sleeve shirt and a pair of padded cargo pants, all black. He had a belt strung loosely around his waist and thick gloves over his hands. He drummed his fingers against one of his military boots. The finishing touch to his sinister look was the mask he had over the top half of his head. The black material covered everything from his nose up, leaving only his scruffy lips, chin, and jawline visible. A tail trailed off the end of the mask at the back of his head, adding to his getup's ninja-esk feel. Something about not being able to see the man's eyes made Peter very uneasy in his presence. He wondered if that was one of the reasons why so many people didn't trust Spider-Man.

"Who...are you?" Peter finally asked, fingers curled around his burning stomach gingerly. He could feel sickly warmth beginning to gather against his palm.

"I'm the guy who's trying to keep you from tearing open more of your injuries than you already have," he retorted, pressing his hand against Peter's chest. "You seriously need to quit moving. You're ripping yourself up all over again."

Swallowing painfully, Peter blinked his heavy eyes. "You're the guy who...saved me," he said. "From the fire."

The man in black shrugged. "Sure, that's another way to put it. I'm also the guy who's been awake for nearly fifteen hours now making sure you haven't kicked the bucket in your sleep." He raised his hands up innocently. "But hey, who's keeping score?"

Hands shivering, Peter reached up and touched his face. His gloves were missing, as was his mask. The cold tips of his fingers caressed feverish, sweaty skin, and he exhaled in dismay.

"You've...seen my face?"

The masked man let out a small chuckle. "Uh, sure. Something like that."

Peter's arms fell to his sides. "Great. As if this day wasn't...perfect enough."

"We needed to give you oxygen after all the smoke you inhaled. And give you sedatives to put you back to sleep after you randomly decided to pop awake. It wasn't like we ripped it off just out of curiosity to see your face. I more than anyone have a certain respect for that kind of thing."

Halfway through poser Batman's monologue, Peter sluggishly began to lift himself off the couch. "I've got to go...find that bastard," he hissed under his breath. "Gotta help Wanda...gotta make him _pay_ for—"

"Whoa, whoa, slow down, kid," he said, pushing him back down defiantly. "Bad idea. You know you're in no condition to go stumbling off looking for a fight."

"But my friend...she's in trouble," he protested, then winced as pain blossomed in his shoulder. The man in black flinched at the exact same moment.

"Well right now, you're the one who's in trouble. You just opened the knife wound on your shoulder and your stomach has been bleeding for a couple minutes. And that's only the big stuff." He rubbed at the back of his head with a snort. "Huh. Weird being on the opposite side of this for a change."

Peter glanced up at him sleepily. "How did...how do you know that?"

"Intuition," was his only response. Then he rose to his feet. "I've got some questions to ask you, but that can wait until later. I'll go get the doctor."

The masked man walked off to somewhere else in the apartment, leaving Peter sitting alone in the small living room. Breathing coarsely, he carefully ran his fingers across his skin. His body was completely covered in stitches—as if they were the only things keeping him from falling apart at the seams. He felt like Frankenstein's monster. Every movement induced threatening pain. Then his hand dragged along the bloody sutures underneath the bandages around his upper belly. The sensation made him remember waking up to see his stomach split open like a dissected pig's, and a shudder rippled through him. Had that been real, or just another horrible nightmare? He wanted to believe the latter, but he knew where the truth lied. The tray scattered with bloody debris sat on the floor beside his feet, now heaping with a heavier load than when he saw it last. Feeling himself flush with nausea, he looked away from the disgusting sight and sucked in a shaky breath, hugging himself around the middle.

Dull footsteps treaded along the wood in front of him, followed by one brisk stomp that made the lamp on the kitchen counter totter.

"Why the _hell_ are you not lying down?"

Peter glanced up at the woman glaring at him from across the room. She was wearing a robe and had heavy bags hanging under her eyes. Her hands rested loosely against her hips. She looked like she was in her mid to late twenties. Peter frowned a little as she marched right up to him.

"I...I'm just trying to figure out—"

"Damn, it's like you idiots _want_ to die," she growled, pushing him back against the cushions. Grimacing, Peter grabbed on to her wrist.

"H-hey, what are you trying to—?"

"Stop moving." She dragged the coffee table up beside the couch and sat down on it, hand still pressed against his chest. Peter watched her movements discernibly, then slowly released his grip.

"You're the one...you cut me open."

The woman grabbed a flashlight off the floor and shined it on his abdomen. Her forehead was creased in concentration.

"W-where am I?" he asked with sudden panic, glancing around the apartment. "Who are you people? Why are you—ah!"

Her fingers pressed against the thick bandage over his stomach, causing pain to flare across his skin. She scoffed crossly, watching the white material saturate with red, and grabbed a needle and suture thread off the glass table. As Peter moaned between his teeth, the woman unravelled a strand of the rubbery string then tore it loose with her teeth.

"Just calm down. You're in my apartment."

"Who—who are you? And...who is he?"

"I'm a doctor. He's a lunatic. We're trying to help you."

"Hey," the man in black protested as he leaned against the wall with his arms crossed over his chest. She ignored him.

"Move your hand so I can take that bandage off your stomach," she demanded. Peter stared up at her with fearful confusion in his eyes.

"W-why did you cut me open?"

The woman huffed impatiently. "Do you always ask this many questions? I still don't even understand how you're awake right now."

"You said...you would tell me. Afterwards."

Pursing her lips together, she reached beside her feet and lifted up the tray full of blood-soaked debris. "You see that?" she said, holding it close to his face. "That was all _inside_ you. I had to dig them out of your flesh, as well as patch up your liver which was leaking blood into your abdominal cavity." She placed it back on the floor as Peter's cheeks hinted green. "Happy now?"

"You did... _surgery_ on me?" he murmured in horror. "On your _couch?"_

"Wouldn't necessarily be the first time," she muttered, glancing over her shoulder. "In fact, this is all seeming a bit _too_ familiar. Wouldn't you agree?"

The masked man smiled shyly. "At least now you're prepared to deal with this kind of stuff. You've had more than enough experience."

"A little too much, if you ask me," the woman grumbled. "How am I the one who always ends up with you people dying in my living room?" Irritably, she pushed his hand aside and curled her fingers around the edges of the large bandage. With careful movements, she began peeling it off his skin, making his muscles tense in agony. Peter groaned as she pulled it past his wounded stomach, and the doctor frowned nervously.

"Damn. It's bleeding pretty bad again. I'm going to have to reinforce the patchwork a bit." She shot a look behind her. "Give me a hand with this?"

"W-with what? What're you doing?"

The masked man walked up beside her, looming over his broken form like a demon preparing to reap his soul.

"Hold him down for me."

Peter's eyes went wide. "H-hold me down? Why—why do you need to hold me down?"

Two dark hands pressed firmly against his shoulders, making panic rise into his throat.

"I have to stitch up a few parts of the incision that you tore through," the doctor explained out of his view. "It's going to hurt, but you have to be still."

"It'll only take her a few seconds," ninja man assured him. "Just grit through it. I'll cover your mouth if you need to scream."

Seized with terror, Peter began struggling hysterically beneath the man's hold, nearly knocking him off even with his abnormal strength. Mask man was very surprised at how powerful this mangled, cadaverous kid was as he wrestled to keep him still, but managed to stay dominant. Peter felt a cold hand lie against his ribcage, and he gasped fearfully. Realizing there was no way out of this and knowing they were only doing it to keep him alive, Peter stopped fighting.

"W-wait! I won't move! I...I _promise_ I won't move. I'll sit still and...let you do it. Just get off me. _Please."_

The doctor sighed exasperatedly. "That's patient language for 'as soon as you release me, I'm hauling ass out of here.' Trust me kid, I know all the tricks."

Peter shook his head fervently. "No. I promise. I just...I don't want to be held down. I'm n-not an animal."

The woman eyed him uncertainly, clearly not buying a word he said, but after a few moments, Peter felt the weight on his chest suddenly lift away. He stared up at the masked man in surprise.

"He's telling the truth. Go ahead. He'll be still."

Peter wondered how the hell he could possibly know that, but the doctor didn't seem at all fazed by his statement, like mind-reading was just a regular thing for this guy. Her gaze switched between the two of them a couple times, then dropped back to his bleeding abdomen.

"Alright, if you insist. Here we go."

As she steadied her hand against his stomach, Peter knew he had to think about something else. Something, anything. He had to distract himself. His mind grappled frantically for an image to cling on to, anything to occupy him through his misery. To his surprise, the faces of the people he'd saved over the last year suddenly began to materialize before his eyes. People he didn't even know the names of appeared in his head, yet their thankful tears—the relief glowing in their eyes—brought him comfort. A shivery sigh escape his lips, his eyes slipped shut, and he swallowed laboriously before offering the pair a quick nod.

The pain was more tedious than anything—almost muted in contrast to the excruciating torment the rest of his body was dealing with. The worst part was when she had to stick the needle through the next section of raw flesh; it was clear the needle the doctor was using was dull, making the process much more difficult to endure. But Peter dug his fingers into the couch and kept himself still, reeling back to the grateful faces of those he'd rescued as motivation. If they had survived the hell thrown their way because of Spider-Man's strength, so could he.

After what felt like years of agony, she pulled the needle through the last flap of skin, knotted off the end, then stretched the bandage back over his stomach and resealed it with a few strips of medical tape. Heaving heavy breaths of relief, Peter pressed his head deep into the pillows stacked beneath his shoulders, sweat tinted red slithering off his face. A cold cloth laid against his forehead, and a soft sigh ghosted beside him.

"You can sure take a lot pain, Spider-Man."

The masked man stood over him with his arms crossed. "You're tough, I'll give you that. Maybe too much for your own good."

As Peter fought to steady his breathing while sprawled on the couch of this weird house surrounded by these two weird people, it began to dawn on him how bizarre all of this was. However long ago, he had been trapped in a warehouse with a mean fat guy when the building had exploded, a stranger in a black mask had pulled him from the rubble, and now he was lying half-dead in some lady's apartment who was friends with said mask man, neither of whom he knew anything about. This was all too much to process at once. He licked at his dry lips uneasily.

"Who...are you guys?" he asked again, his weak voice assertive. He was sick of all this uncertainty. "Why am I here? Why are you...h-helping me?"

A little taken back by his words, the woman glanced up at the masked man, then quickly looked away. To his surprise, a sad smile formed along her lips, and the doctor shook her head as she gazed at the floor. "Damn. He's like a smaller, more adorable version of you." She ran her hand over her slick forehead and puffed out her cheeks, then laid a comforting palm against his chest as it rose and fell unsteadily. "Alright. My name's Claire. I work at a hospital on the other side of town."

"Claire..." The man in black said disapprovingly, as if they had agreed to not to tell him anything beforehand, but she paid him no attention. Peter stared up at her as pain flowed throughout his body.

"Claire?" he repeated, looking over her face curiously. "I think...I heard that name. Before you knocked me out."

"I'm surprised you're able to remember," she exclaimed softly. "Although, you did wake up way before you were supposed to. Guess you're just full of surprises."'

Peter assumed that was because of his ramped-up metabolism; while it was usually an asset to his hazardous occupations, it had some weird side effects. He stared up at Claire's stern but gentle expression, glad to finally put a name to the face that had been slicing and stabbing and poking him this whole time. She ran her fingers along his bloody shoulder, making him grimace a little.

"I'm helping you because that's what I do. And because the moron standing beside me decided I was the best person to come to with a mortally injured superhero. Either you two are the most durable bastards in the world, or I'm a damn miracle worker, because I've somehow managed to keep both of you mutilated, half-dead freaks from biting the big one in my home. So far, anyway."

Claire unwrapped another large bandage and laid it over his shoulder so the wound would be protected while it healed. She mopped up the blood surrounding the injury as well and tossed the stained towels into a bucket underneath the table. Peter watched her work with quiet interest, then turned his head towards the man towering over him with the mask hiding his eyes, narrowing his brow a bit.

"And you?" he inquired suspiciously. "'The moron'. Who are you...really? Why'd you decide to save me?"

What was visible of his face remained steely. "I heard someone screaming. A kid being hurt. I wanted to help. Simple as that. I didn't expect said kid to be some famous spider hero, or the person hurting him to be one of my enemies. Someone that powerful."

Spider-Man flinched as Claire dabbed at a cut on the side of his head, then eyed the man in black in shock. "W-wait. You mean...you're talking about The King—about Fisk? You know him?"

"I wanna know how you know him," he countered, walking around to the back of the couch and leaning over the headrest. "It sounded to me like he was torturing you. Was he trying to get you to tell him something?"

Peter scoffed offendedly. "Pardon me, Assassin's Creed, but...I have no idea who the hell you are. You could be...one of his men, for all I know. I'm not telling you anything."

"I'm an enemy of Fisk's. I've been trying to stop his tyranny over this city for a long time now, even before he got involved with Hydra. Considering what he's done to you, I'd assume that's a cause you equally support."

"Well, you've c-clearly been doing...a _marvelous_ job," he murmured, wincing violently as Claire applied some cold ointment to the half-charred stab wounds on his arm. "At this point, Fatboy's basically got everyone...on his payroll. What _exactly_ have you done...to try and stop him?"

"For starters, I saved your weeping ass from being murdered. That certainly put a dent in his plans. I've also been obstructing his drug business and human trafficking operation, as well as gathering intel about him from his cronies. He's not exactly the easiest person to find dirt on—solid, factual dirt—and I _need_ dirt to take him down in his entirety. Half the people who work for him don't even know whether he actually exists."

Peter snorted. "Wow, great. You've been hugging instead of drugging and digging for juicy gossip...all while dressed like a rapist in training. Productivity...at its finest."

The masked man's lips curled into an amused smile. He strolled back to the end of the couch and kneeled down behind Peter's head, fingers interlaced against the armrest.

"I know it's difficult for you to understand. You're young—way too young to be in this sort of predicament. But we share a common enemy. Whether we like it or not, we're on the same team. We've got the same goal in mind: taking down Fisk. Why don't we try to focus on that instead of squabbling over our different methods of approach to the situation?"

"H-how about we address the fact that...I still have no _freaking_ clue...who the hell you are?" he hissed menacingly. "You saving me could've been staged. All the crap you're throwing my way...could be lies." A mocking chuckle bubbled in his throat. "And you seriously think we're on the 'same team'? Well, thanks for all your help fighting the Sinister Six. You know, Fisk's little boy band of souped-up supervillains...that attacked the city yesterday that I had to fight...all by myself? I don't recall your ugly masked face bothering to show up to help me fight them...or to help me save all the people who died because I couldn't— _aaagh!"_

At that moment, Claire gave his broken leg a sharp jerk, cutting him off and making him cry in pain. Peter rolled on to his side and gripped tightly to the pillows, whimpering piteously as she unravelled some gauze.

"Stop talking to him like that," she snapped harshly, wrapping up his crippled leg with a scowl on her face. "I know you don't know this man very well, but I do. And as hard as it is to believe, he's one of the good guys. He's been in your shape countless times after battling Fisk's men. He's been tackling this bastard and his entire monopoly long before you got involved. He's saved hundreds of my patients' lives, including yours. Why don't you show some gratitude and stop being a little dick?"

Peter moaned into the cushions with his eyes squeezed shut, excruciating pain radiating from his leg and muscles coiled in agony. The masked man stood and curled his hand around Claire's shoulder, a tiny smirk on his face.

"It's okay, Claire. He has a right to be pissed off. He's young and hurt and scared. Cut the kid some slack."

"I'd cut him some more if he wasn't such a smartass," she murmured with a grin. Claire ran her hand along the purple flesh and bloody puncture of his shin. "I managed to somewhat reset the bone, but his tibia is totally shattered, and the bullet's still lodged in there somewhere. I have no idea how to get that out without the right tools. The best I can do is make him a splint and hope his freaky healing abilities can somehow take care of the rest." She rose upright. "I'm going to go work on that. Make sure he stays still, and let him rest as much as possible. But make sure he doesn't...y'know."

Mask man nodded knowingly, and Claire strolled around the couch. She gave Peter's messy hair a rough tousle as his face remained buried in the pillows, offered him a quiet "hang in there, kid", then vanished into one of the back rooms. Exhaling quietly, the man in black sat down on the glass table, elbows resting on his knees and hands dangling near the floor. A small laugh escaped him.

"Sorry. I think dealing with me has worn out her patience with injured heroes occupying her living room. In her defense, you're obnoxious as hell."

"D-damn you...jerks," Peter groaned through his teeth. "Damn...you both..."

"Continuing our pleasant conversation, let me reiterate my earlier statement." The masked man reached across the couch and turned Peter on to his back, making him grimace meekly. Peter's hands were balled against the plush cushions. Then, all of a sudden, the man's voice turned icy. "Wilson Fisk. He's not the type of guy who beats around the bush with his enemies. If he gets an opportunity to eliminate them, he does it. As quickly and efficiently as possible. He doesn't offer them the pleasantry of a slow, articulate martyrdom. So I'm going to ask you again." He overshadowed his broken form like a sinister ghost. "Why was Fisk torturing you? What was he after?"

Spider-Man swallowed the lump in his throat, suddenly afraid. Despite the fact that he couldn't see the man's eyes, it felt like his gaze was drilling through his skull. Peter glanced away as sweat began dripping off his forehead.

"I...I don't know. I think he just...really hates spiders. But even if I knew, I wouldn't go blabbing to some ninja prick who thinks he can— _mmph!"_

The man in black slapped his hand over Peter's mouth. Peter winced in surprise and squirmed a little, his weak protests muffled through the thick gloves.

"Lying to me?" he inquired darkly, watching him struggle to escape his hold. "Never a good idea. I know when you're not telling the truth. And when people don't tell me the truth, I hurt them. I've hurt a lot of people to get the information I need, Spider-Man. And I'm not above hurting a bratty kid to get what I need to know now. So I'm going to ask you again. Think about your answer." He slowly lifted his hand off his lips. Peter gasped quietly as air flowed back into his lungs, palms lying flat against the couch. He lifted his gaze to the masked man standing above him. "Why was Fisk torturing you, and what was he after?"

Spider-Man's chest rose and fell rapidly. His skin felt hot, and his stomach felt cold. He blinked his fearful eyes as the man loomed over him with his unbroken, invisible glare. Then he sighed shakily.

"I wasn't lying. I think he...r-really does hate me. He wanted to see me in pain."

"Maybe. But there's something else you're not telling me."

Peter frowned. "How...do you know that? Do you have...mind reading powers or something? Q-quick, what number am I thinking of?"

"Your heartbeat. It's faster when you're lying."

Peter glanced at his chest. "You can...read my heartbeat? Gross." His head dropped back against the pillow. "And by the way, it was a trick question. I was thinking of the...square root of negative one. D-didn't think I'd go for imaginaries, did you? Sike."

"Answer my questions, or I'm going to dig my thumb into the bullet hole on your leg."

Peter grimaced a little at the thought of that, then shook his head. "N-no, you won't. I know you won't."

"How's that? You really want to test me?"

"I have a sort of built-in lie detector...of my own."

"And what might that be?"

Peter gingerly raised his arm and tapped a finger against his temple. "My spidey sense."

"Your...'spidey sense'?"

"It warns me...when there's danger. When someone intends to hurt me. And right now, it's silent. Meaning you w-won't hurt me to get answers. You're lying."

The man in black stared down at him in silence. For a moment, Peter thought his spidey sense might actually be malfunctioning or something and that he was about to pounce on him and put him in a chokehold until he screamed "uncle". But a few moments later, a smile cracked along his lips, and he chuckled softly.

"Huh. I can't say I'm not impressed. Irritated, but impressed." He reclined back on to the table with a slow sigh, rubbing at the nape of his neck. "Well Spider-Man, it appears you and I have reached a stalemate."

Shocked that this devious-looking man had never actually planned on hurting him, but also very much relieved, Peter blinked in surprise, then huffed amusedly. "W-wow. Who's the liar now, dickwad?"

"Here's my deal," the man continued sternly, voice not hinting the slightest embarrassment for his little facade being disclosed. "You answer one of my questions, as truthfully and honestly as you can, and in exchange, I'll answer one of your questions in the same manner. I think that fairly satisfies both sides of the equation. What do you say?"

Peter stared him in silence, wondering what exactly this guy's play was. He couldn't get a good read on him. He looked like a murderer and had the voice of a serial killer, yet he had saved his life and refused to hurt him to get him to talk. He had brought him to this lady so she could heal him. He hated Fisk just as much as he did. And he appeared to have some kind of supernatural abilities: hearing his heartbeat, knowing when and where he had opened his injuries instantaneously, and having enough muscle power to hold him with all his spider-strength still. None of it added up. Peter needed answers. And really, if all that he was saying was true, what was the hurt in exposing Fisk's evil to another person? Peter lifted his gaze to the ceiling.

"Fine. One question. What would...the great Jackie Chan...like to know?"

"What scares you more than anything?"

Peter's brow furled together. "Um...what?"

"Did I stutter?"

"That...has nothing to do with Fisk. That wasn't even one of the questions you asked earlier."

"I never said I was going to ask one of those questions. You agreed to answer any single question that I asked—whether or not it applies to Fisk is irrelevant, although in this case, it does, and is."

Peter scoffed in disbelief. "You...you sly little jerk. Did you plan out that whole charade...just so you could undercut me with that?"

"Don't sound so surprised. I've had quite a lot of experience in the field of interrogation. I know how to get people to tell me what I want." He clasped his palms together in front of his face. "Your turn."

Shaking his head back and forth, Peter threw up his hands defeatedly. "I—I seriously have no clue. I don't know."

"Really? Nothing?" The masked man crossed his arms over his chest and lifted his chin up a bit. "Well, why don't I rephrase the question. What did Fisk do to you that scared you so much you now have the habit of screaming bloody murder in your sleep?"

Peter stiffened a little, causing terrible pain to pulse through his body. His jaw was clenched tight, and his fingers lied motionless against the cushions. He glanced at the man in black for moment, then let his eyes slip shut, a slow sigh escaping his lips.

"That bad, huh?"

"You wouldn't wake up. And worse, you wouldn't _shut up._ The first hour you were here, before Claire did any major procedures. I ended up shoving a rag in your mouth just to try and muffle it."

 _So that's still happening,_ Peter thought dismally. He couldn't remember what the nightmare had been about this time though. He didn't even remember it happening. Perhaps his mind had repressed it. Biting the inside of his cheek, Spider-Man avoided his gaze.

"I, um..." he stammered hesitantly. "He...well, I was hurt really bad. From the fight. And he...shocked me. Beat me up on top of...my already bad injuries. Stabbed me."

"Yeah, I get that," the man assured him. "He was hurting you big time. That's never fun for anyone." He rested his chin on his knuckles. "But you're like me. You can take a beating, and you can bounce back from it. That kind of thing doesn't get to you as it would others. Physical torture is something guys like us are dealt on a regular basis. We can deal with it." Leaning forwards a bit, his voice remained edgy, yet somehow still soft. "This was something different. Something psychological. What the hell did he do to you?"

Peter sighed heavily, watching the ceiling fan twirl overhead. He was having trouble recalling all that had happened. Everything was dull and hazy. "Well...he was hurting my friend. He wanted her to tell him who I was, but...she wouldn't do it. So he kicked her and dragged her away. Then he started...spitting all this gibberish about some plan...'killing the Avengers', or whatever. And then...th-then he..."

His eyes suddenly widened. He remembered now. He remembered everything from that night. It all came rushing back to him. He remembered the cause of the nightmares. It was something he thought wasn't real, something he thought was just some freakish figment of his poisoned imagination, until Fisk had unveiled the little glass box hidden beneath his coat and had lifted it up to his face _and then—_

"Spider-Man," the masked man spoke, his voice gentle and calm, "your heart rate has doubled over the last few seconds."

Inky blackness had begun to consume the world around him, but the sharp interjection managed to snap him back into reality. Peter gasped fearfully, digging his fingers into the couch as sweat crawled down his neck. He stared around at the now normal room, blinking rapidly, then slowly settled back into the pillows, fresh pain throbbing through his system. A shaky hand fell across his face. His skin felt hot and feverish.

"I...I'm sorry. D-dammit...it's been...this k-keeps happening. But I don't...I don't know what's—"

Fingers slipped underneath his head and lifted him up a bit, catching him off guard. "Here," the masked man said, and held a cup of water to his lips. Still somewhat disoriented, Peter stared down at it for a second, watching the dark liquid sway and shimmer against the glass. His heart was hammering against his chest, his breaths were quick and raspy. But, after taking a moment longer to regather himself, he took the cup in his shivery fingers and ventured a few small sips. The water was cool and soothing as slipped down his parched throat. When he was satisfied, he reclined back slowly with his eyes closed. He felt absolutely _horrible_ all of a sudden. His whole body was screaming in agony. It was as if reality hadn't truly settled upon him until now.

"Okay. I think that's enough of that," the masked man said as he placed the glass on the table. He dabbed the cloth in the remaining water, wrung it out a bit, then replaced it on Peter's forehead. "I suppose it's fair to say you did your part. So now I'll go."

Swallowing lethargically, Peter pressed the cold towel against his head. "W-what...are you...talking about?"

"Our deal. A question for a question."

He was surprised that he was actually following through on his promise. He hadn't even really answered his question, and Peter assumed there might be more strings attached to the agreement that he'd been too exhausted to catch. This man was the strangest combination of character traits.

"You'll...really answer? Any...question?"

"I don't go back on any indentures I agree to. I'm Catholic."

A tiny smile pulled at Peter's lips. Releasing a fractured breath, he opened his eyes.

"Alright. What's...your name?"

Although he couldn't tell for sure, Peter was pretty certain the man was raising his eyebrows. "That's your question? My name?"

"Yep."

"You're awfully forthright."

"You said...any question."

"I did."

"So answer it."

Smirking slightly, the masked man crossed his arms. "Can I ask why the curiosity?"

"You're a dude in a mask and a ninja costume...who has lie-detector powers. Need I say more?"

"Really? That surprises _you?_ You're a teenager who swings around the city fighting bad guys and scaling walls. I would think you of all people would have other reasons besides blunt interest."

Thinking for a moment with frown, he reached up and touched his forehead, rubbing at the perspiration gathered along his brow. "Well, y-you've already seen my face. You know who I am now. So...this will help level the playing field. Both of us will know each other's identity, so...neither of us will say anything. It's only common hero courtesy."

The man watched him silently, as if pondering something. Then he exhaled quietly and shook his head.

"I haven't seen your face, kid."

"You haven't..." Peter blinked. "W-wait, what?"

He sat up straight with his invisible glare still trained on Peter. His hands rested on his legs, and his lips were drawn into a thin, expressionless line. Again, his head shook back and forth.

"I haven't _seen_ your face."

Peter looked at him confusedly, brow creased just above his nose. "I...I don't understand. You're staring at me right now."

"No. I'm not."

He scratched the side of his head. "Is this...some kind of riddle? Like the thirty white horses on a red hill thing? I _still_ don't get...how that correlates with teeth."

"It's not a riddle. I'm just stating the truth."

Peter huffed irritably. "Oh my _freaking_ —you know what? Whatever. You don't make any damn sense. Would you just...answer my question already?"

The man in black opened his mouth to respond, then all of a sudden froze. His body went rigid as a statue, and his jaw hung open slightly. He jerked his head around in a way that reminded Peter of an animal sensing danger, and Peter sat up a little.

"Um...hello? W-what are you—?"

"Shh," he hissed, rising cautiously to his feet. He stood sturdily with his hands at his sides and angled his ear towards the door. "There's...someone out there. Running up the stairs. Not stopping. Headed this way."

Peter stared at him dazedly. "How...? I don't hear anything."

"Shut up," he whispered harshly. He ran across the room and grabbed a pair of short sticks out of the corner, holding one in each hand. Peter watched him with a mixture of confusion and panic.

"Who's coming? W-what is it?"

The masked man snatched a blanket off a chair and threw it on top of him. "Whoever he is, he's on our floor now. Stay out of sight. I'll handle him."

Peter wrestled from underneath the fabric. "W-what? Is it one of Fisk's men? What the _hell_ is—?"

Pounding footsteps suddenly became audible to his sensitive ears. Peter sucked in his breath as they grew louder and louder. The man in black positioned himself just in front of the couch, ready to attack whoever was coming for them. The air was still with anxious tension.

Then, just as quickly, the masked man's body went lax. "Wait a minute. I recognize that clumsy walking pattern. That lengthy breathing, that thrift store laundry detergent." His hands fell to his sides. "Oh no. Oh _crap_. K-kid, _hurry,_ you gotta—"

Two knocks sounded, followed by the door swinging open. Peter was startled at first, until the person behind it stepped into the room. He was not at all what he'd been expecting. Their intruder was revealed to be a cheerful-looking man in a soft gray suit with shoulder-length blonde hair and a rather babyish face. On top of that, Peter was surprised to discover that he was _singing_ —well, if the horribly out-of-tune howl wailing from his throat could be considered such. He finished his carol and bumped the door shut with his hip, then cupped a hand around his mouth.

"Hey, Matty, Matty! I know you're here! You and Claire better not be having sex right now, because I'm coming in!"

He took few steps into the apartment, glanced around the living room, then jumped with a start. The familiar outline of a tall, dark figure stood in the dim light, and he sighed slowly.

"Dammit, Matty, don't scare me like that. I'm still trying to get used to the whole 'my blind friend is a super-powered ninja vigilante' situation."

"Foggy, what are you _doing_ here?"

He held up a colorful box delightedly. "Donuts! I brought Claire some to thank her for always helping your dumb ass, since I knew you wouldn't." He tossed the box at the masked man, and he caught it with flustered movements. "Also, you haven't been answering your phone all day, which meant you were either here being fixed up, or here being screwed over. Or both at the same time. Does that ever happen?"

"N-no," he murmured, clearly embarrassed. He placed the donuts on the coffee table. "How do you even know where she lives?"

"We get coffee sometimes to chat and complain about dealing with you. The more prevailing question is, why are _you_ here? You don't look like you've been punching bad people, and you're not in a good enough mood to have been fonduing recently."

 _What the actual hell is going on?_ Peter thought as he hid beneath the blanket like a little kid playing hide-and-seek. It didn't seem as though this guy was a threat—in fact, he and mask man sounded like pals. Peter even found himself struggling not to bust out laughing at some of the things he was saying, but that didn't change the fact that he was in no mood to have someone else know his secret. At the moment, it seemed their visitor was distracted, so Peter carefully began to turn beneath the blanket and crawl towards a more formidable hiding spot, wincing as the movement sent pain rippling through his body.

"I had some wounds from this morning that I needed her to look at before heading to work. That's all."

"So you dressed up in your sexy black pajamas just to get her going a bit? Smooth, my friend, very smooth. And by the way, 'work' ended over two hours ago. Karen's the only one up at the office right now. I doubt there'll be any clients salivating at our doorstep any time soon, but you never know. We gotta be there just in case."

The man in black snorted amusedly. "I know. Sorry, Foggy."

"Where is Claire, by the way? Recovering from the Murdock triple play?"

Before he could reply, the doctor walked in as if on cue. She had a weird contraption in her hands, and she marched into the living room without looking up.

"This'll have to do for now, Spider-Man. I'll tweak it a bit after putting it on, but this is probably the best I can—" She lifted her gaze, then froze with her foot out in front of her, glancing between the two men standing in her apartment.

"Hey, there you are," Foggy smiled, then frowned. "Wait, what did you say? Spider-Man?"

Unconsciously, her gaze drifted to the left, where she spotted the injured teen balancing on the armrest with a blanket on top of him. All eyes followed, and Peter found himself beneath yet another unwanted stare. He gasped in surprise and tried to scramble behind the couch, but terrible pain blossomed in his leg as he put pressure on it, and he tumbled off the armrest with a yelp. He hit the floor hard, grunting and tangling himself in the blanket like a fish in a net. His whole body throbbed from the impact, and he sprawled defeatedly across the wood, moaning with his face flat against the ground.

"Holy shhh—" Foggy hissed, leaping about a foot in the air. The young man on the ground whimpered feebly, and Claire sped past the two with the splint in her arms. His wide eyes blinked in disbelief, then shifted back to the masked man. "Is that—is that—?"

His friend cocked his head to the side. "Um...well..."

"What the hell is your problem?" Claire hissed in Peter's ear, wrapping her arms around his chest and carefully dragging him upright. With effort, she hauled him back on the couch, and he lied down with a miserable groan. "Do you just enjoy being in pain or something?"

"N-no. I just...don't want...m-more people...seeing."

"Is that—is that him? Is that actually _him?"_

"Well, too bad. Your health is more important than your privacy." She glared over her shoulder. "Foggy, why are you here? We're kinda in the middle of something at the moment."

"Claire, is that that dude? That guy off of _TV?_ Holy crap!"

"I found him last night, being hurt by Fisk," the man in black explained. "He's badly injured. We're just trying to help him out a bit."

"Oh my gosh! So that really _is_ him?"

"Yes, Foggy. Quiet down a bit."

"No _freaking_ way! Oh my gosh!"

Scowling from a mixture of pain and irritation, Peter lifted up his finger and twirled it weakly in the air. "You know...I'm right here, guys. You're all being...awfully rude."

The man in the suit laughed loudly and walked up beside the couch. "I'm sorry, I just—wow! Do you know how _famous_ this guy is? I mean—you are?"

Despite how much pain he was in and how pissed he was that his secret identity was basically trashed, Peter couldn't keep himself from chuckling. "Uh...I guess?"

"So—so wait a minute. All this time, you and Matty have been running a secret hero hospital behind my back? How many other super people have you helped?"

"This isn't a regular thing," Claire insisted as she secured the splint to his leg. "This is the first person outside of the hospital that I've helped besides him, and hopefully the last."

"Awesomeness!" the gleeful intruder exclaimed, then held out his hand to a grimacing Peter Parker. "Pleased to actually meet you, famous Spider-Man sir. You're a lot smaller than I thought you'd be, and you look like you've taken a serious ass-kicking. Not in a bad way—I mean, just an observation. Wow, I suck. Just ignore all that. I'm Foggy Nelson."

Peter forced a nervous grin on to his face and gripped his hand limply. "Uh...hi. Foggy. That's an interesting name. Not in a bad way—I mean, just an observation."

Foggy laughed out loud. "Oh man, you're _awesome!_ _Way_ cooler than my failing business partner/superhero bro over there. I mean, you're on the _Avengers!"_ He glanced at the masked man sheepishly. "No offense, Matty. But I mean, come on, the _Avengers!_ Are you guys going to have a super hero team-up battle or something? Have you two been buds for a long time and just haven't told me? Exactly how many of the Avengers have you met? Confess, Murdock!"

"Matty?" Peter repeated, slowly staring up at the man in black. "That's...your name?"

He sighed dejectedly. "Matthew, technically. It's clear I'm still struggling to educate Foggy on how to keep his mouth shut. I hope I can trust you to do a better job than him."

Knowing well the weight of the knowledge he now held along with the trouble of keeping his own friends from revealing his secret, Peter hinted a smile and nodded earnestly. _Hm. Matty. Way less intimidating than I anticipated._

"Oh, wait. Crap. I wasn't supposed to say your name, was I? Dammit! My bad. I won't do it anymore, Matty. I promise." He turned to Peter. "And I won't tell anyone that I've seen your face and all, even if it's, you know, the most exciting thing that's ever happened in my entire life."

Spider-Man chuckled quietly. "Thanks." _Yup. I'm screwed._

Claire finished pulling all four bands of velcro tightly around his leg and foot, making him cringe a little, then gave his knee a soft pat. "All right. That should hold up for now. This is what you get when you depend on poor unfortunate souls like me instead of going to a real doctor at a real hospital."

Sighing exhaustedly, Peter sunk into the plush cushions. "I don't exactly...have that luxury. I'm lucky you guys found me. That I'm alive after all of that." It still shocked him that his body could endure as much punishment as it had and still function. He was a mess of a person at the moment—nothing more than a bundle of ragged flesh held together by testy stitches. But he was breathing, and that was because of the strangers standing around him. Despite the fact that he was still hopelessly confused about who these people were, he trusted them enough to know they were trying to help him. He licked at his busted lip, then lifted his eyes sleepily. "Thank you. B-both of you. For helping me. Seriously."

Claire and Matthew hinted tiny smiles. For a moment, they reminded him of another pair of individuals that had aided him in the past, but he couldn't pinpoint exactly why. Then Claire laid her hand on his arm. "Okay, enough chatter. We'll leave you with some peace and quiet. Try and rest for a while."

Although he was absolutely drained of energy, Peter shook his head weakly. "No. Not yet. I gotta...get home. My family's waiting for me. I'll rest there." Part of him wanted to stay and learn more about these strange characters, but that would have to wait until later, when he could actually focus on his surroundings and his people weren't worried sick over him. It wasn't like this was the first time he'd gone missing after a fight, but seeing how he'd been thrashed to pieces for the entire city's entertainment by six of the worst supervillains he'd ever faced, this instance more than ever probably prompted greater reason for concern. Plus, he really missed them.

The doctor's smile immediately fell. "Do you honestly think I'm going to let you go in the shape you're in? Uh-uh, mister. I've spent the last six hours struggling to get you as stable as you are now, and I'm not about to let you spoil all my hard work. You need rest and constant medical attention."

"My aunt," he said. "She's...a nurse. She'll watch me. Probably'll...badger me more than you."

"And how exactly do you plan on getting there when you can barely stand on your own?"

Peter grinned sheepishly. "Would it be too much to ask...for a quick ride across town?"

Claire crossed her arms firmly against her chest and huffed angrily. "What is with you people and your insistence on being as difficult as possible? Why can't you just sit still and be normal patients for five minutes?"

"I have a healing factor. I can take a hit. Or...a lot of hits. And I recover a lot quicker than any normal patient. You've helped me more than enough. I'll be fine from here. I just...I really want to be home."

He thought for a second that Claire might grab him by the wrist and inject some more sleepy juice in his body to _force_ him to stay and rest, but thankfully, she only sighed. "You're one stubborn little bastard, aren't you?"

"If that's what he really wants, I can run him over. Having him here for this long has already been a little too risky for my taste. I don't want anyone seeing you with a famous superhero. We can't have any of this tracing back here."

"I won't say anything...about either of you. I promise. Can that be a...round deal?"

Claire shook her head disapprovingly, but the masked man nodded. "Sounds good to me," he agreed. Then Matthew walked up to the couch and wrapped his arm around Spider-Man's back. With effort, Peter slowly sat upright, dragging his legs off the cushions and placing his feet carefully on the floor. Every inch of him was brittle with pain, and he wasn't sure if he'd be able to stand for long without growing faint, but before he could find out, the masked man turned around and scooped him up like a damn baby getting a piggyback ride.

"Uh...I don't think is necessary," he insisted somewhat embarrassedly, trying to push off his shoulder blades. Matthew chuckled.

"Don't be so arrogant. You've got a broken leg and one hell of a concussion on top of a million other problems. Walking is not an option for you right now, but I'll try and be fast for your dignity's sake. Now, where am I heading?"

Peter slumped defeatedly. "W-whatever. Um...Queens. Forest Hills."

"We'll have to stay in the shadows. It'll take longer, but the last thing either of us need is more publicity."

With Peter set comfortably on his back, Matthew began walking towards the door. Foggy, however, caught him by the arm.

"Wait, what? What the hell, guys? You're leaving _already?_ But the party just started! And I have so many questions! And I brought _donuts!"_

Matty shrugged apologetically. "Sorry, Foggy. I've got to get him out of here before it gets too late. Plus, I think he's had enough excitement for one day. Including noisy fanboy service."

Foggy sulked. "Aw, _turd._ You two always get to have all the fun with the cool super people, and I'm always the awkward third wheel who shows up right as the party bus is leaving the station." With a sigh, he placed his hand against his forehead and swept it back down in a sad salute. "But if that's how it has to be, so long, Spider-dude-guy. Get well soon, drink some soup, and send my regards to your peeps. Hope you're back to your ol' booty-whooping self soon. Maybe you could stop by another time and make me look really cool in front of all the dicks from Landman and Zack? Oh, and make sure to tell all the Avengers 'hi' for me."

Peter laughed authentically. "I'll see what I can do. Although...I don't think you need me around...to be cool."

Foggy pumped his fist in the air. "Yah see? What'd I tell you guys? Awesomest superhero _e-ver!_ You could learn a thing or two from the pro here, Matty my man."

Rolling her eyes, Claire shouldered a starstruck Foggy aside. "Seriously, Spider-Man, _promise_ me you'll let yourself heal. No matter how well you can take a beating, you're obviously not immortal. You need to take some time to rest, and have someone change your bandages and keep an eye on you at all times. If any urgent complications flare up, which I suspect will since you won't freaking stay still, don't hesitate to come back here. Covertly. "

Peter nodded slowly, although he hadn't heard much of what she'd said. He could feel himself beginning to fade. Matthew snatched a wad of red fabric off a nightstand and held it up in front of his face.

"Here's your mask—or what's left of it." Peter accepted it from him groggily and pulled it over his head. One of the eye pieces was shattered and the fabric was riddled with tears and frays, but it was better than nothing. They made it to the door, and after a quick survey of the of the air temperature, Matthew found the stairwell to be empty.

"Both of you make sure to lie low until I figure this thing out. I don't want either of you popping up on Fisk's radar and ending up like him."

The door shut behind them before either responded. Peter felt he was being a bit rude—running out so fast on these good Samaritans that had saved his life—but he had his own people to worry about. He had to make sure they hadn't somehow gotten caught up in this either. And, if they bothered to show their dumb faces, he had to tell the Avengers what the hell was going on right under all of their noses.

What a strange series of events had befell him over the last week. He tried to run through everything that had happened as he clung to the masked man's back like a monkey, but his mind was blanketed in a weary fog. The rush of cool air and familiar sounds soon materialized around him. They were outside now. Matthew was sprinting and stopping frequently, his breathing level. The world around them was dark and dreary, and it quickly dawned on Peter how utterly exhausted he truly was. Too tired to resist any longer, his worries dissolved away, and he rested his head on the masked man's shoulder and didn't look up for the rest of the trip through Hell's Kitchen.

* * *

A knock on the door startled Gwen from where she sat on a chair in the living room. She lifted her chin from her palm and blinked sleepily through the thick darkness. _What...the hell?_ she thought hazily. A weathered woman lied on the couch beside her. She and Aunt May must've dozed off by accident. She rubbed at her eyes before squinting at her phone's brilliant screen. _11:05? Who's knocking on an old lady's door at this hour?_

Three knocks rapped against the wood once again. This time, Gwen scrambled to her feet, heart fluttering in her chest. She glanced at a still-sleeping Aunt May, then back at the door, swallowing the lump in her throat. Without thinking, she grabbed a screwdriver out of a drawer in the kitchen and held it behind her back. Stepping cautiously, she walked up to the door, curled her fingers around the handle, then quickly jerked it open.

What she found on the other side just about gave her a heart attack. A tall man dressed in all black with a mask on his face was standing on the porch. He stood back a few paces from the doormat. Gwen gasped in terror and jumped backwards, holding the screwdriver out in front of her chest.

"Ah! W-what? Who are you? What are you doing here?"

The man stared at her silently for a moment, expression cold and flat. A shiver rippled across the young girl's flesh as she gazed up at him fearfully. The small tool quaked in her hand. Then the man reached around his arm and gave the lump on his shoulder a nudge.

"Hey, wake up, we're here," he said gently. A few seconds later, the thing clinging to his back began to stir, lifting its head a little. Gwen realized it was a person. Lowering her weapon a bit, she reached over to the wall and clicked on the hall light.

"What is...?"

The man scooped the person off his back and carefully placed them on the ground. The person tottered on their feet, appearing ill and unsteady. When Gwen recognized the red and blue costume despite it being ripped to shreds and hanging off his body like the flesh of a zombie, she gasped in shock.

"Peter?" she gawked, the screwdriver dropping to the floor. The swaying, broken boy standing in front of her slowly lifted his gaze, then smiled when it fell upon her beautiful face.

"H-hey...Gwen.." he croaked out weakly, voice raw and ragged. He looked worse than she had ever seen him before in her life. He took one step toward her, hands dangling uselessly at his sides, then suddenly tipped forward. Startled, Gwen caught him just before he collapsed to the ground, cradling his limp form in her arms and scouring over his marred flesh in horror.

"W-what...what happened...?"

"I'm sure you saw on the news. All those freaks attacked him. I found him and brought him to a friend who managed to patch him up a bit, but he's still in pretty critical condition. Make him rest, and have his aunt look him over."

Gwen blinked in disbelief, glancing between the two masked men. Balling his fists at his sides, the man in black turned back to the road, and she shook her head.

"W-wait!" she cried. He stood facing away from her, unmoving. Gwen hoisted Peter closer to her body. "Who...who are you? Why'd you do this? How'd you know where to come?"

The man stared aimlessly across the black neighborhood. His voice was demanding, yet somehow still soft. "Tell the kid that whenever he's better, we're going to work together to defeat our common enemy. Tell him that whenever he's ready to take down Fisk, as well as Hydra, I'll be there to fight by his side."

Then, just as quickly as he'd arrived, the masked man took off into the darkness and vanished into the night. Gwen watched him leave with her mouth agape and hair dangling around her face in a frizzy mess. Then her wide eyes dropped back down to the boy she loved, who was lying frailly against her chest. She was at a loss for words, but she obviously didn't have time to dawdle. With a shaky breath, she cleared her frazzled mind and kicked the door shut, then turned back around to the silent apartment.

"Aunt May! Wake up! I need your help!"

* * *

Just outside the house, from the drain along the curb, an inky, black mass slithered up on to the street. It moved sluggishly, flinching as a car darted by, yet writhed with fresh excitement as the scent grew stronger. A pair of hollow, white eyes bubbled from the goop and stared up at the small home squatting along the line of apartments. A long tongue flickered out, tasting the cool night's air, then slipped back into the sludgy maw. Instantly, a hideous grin broke across its oily form.

 _"Peter...Parker..."_

The black monstrosity began crawling towards the innocuous home.

* * *

 ** _I love Daredevil so much. I've watched the show like 5 times and can't WAIT for the 2nd season. Matthew Murdock is so adorable :3 and Foggy. And Claire. And Karen. And Mrs. Cardenas :,( Also, Agents of S.H.I.E.L.D. just started a new season today, although I didn't have time to watch it. Hopefully I can catch a rerun, cuz I love that show too! Crap, so much crap, I can't-I just-crap. Too many priorities. This chapter was a choppy crazy mess. Oh well. I hope ya'll liked my attempts to characterize all those lovely characters. Until next time :D review maybe?_**


	15. Chapter 15

_Disclaimer: A pirate walks into a bar and says "Ouch."_

 ** _Finally finished this little crap. I swear, I changed this chapter like 4 bazillion times before I was finally satisfied with it. Thank The Lord, because I'm most excited to write the chapter that comes after, muhahaha. You'll see what I mean. The end is cute I think. Hope you likey :)_**

* * *

 _Chapter 15_

The dream came once again. Yet somehow, this was different. Unsettlingly different, and chillingly lucid.

He was curled up in his bed, swaddled in the covers, when something cold touched his foot. He didn't think much of it—he was too exhausted to even care—until it began to spread around his heel, along his ankle, up his leg. The coldness was expanding over him like he was sinking into quicksand. Yet he couldn't bring himself to move, to react, as if he was sleeping _in his dream_ but still cognizant of what was happening around him. It was to his shoulders now, crawling up his neck and snaking down his arms. It was stretched over his entire body. But to his surprise, it wasn't necessarily constricting or uncomfortable. Rather, the sensation felt almost natural, soothing, like this something meant by design to be. The envelope was growing warm, as if it was matching its body temperature with his own. It was spreading across his face, over his mouth and around his head. It was seeping into his bloodstream through his wounds. It wasn't until the blackness began invading his eyes that his mind finally snapped into panic mode, and a slippery voice whispered in his ear.

 _At long last, I've found you. We are together once again. We are one, Peter Parker. We are one..._

"Pete?"

Peter jolted awake, gripping tightly to his pillow. Sweat slipped down his bare back and bled into the silky sheets; cold air flowed into his lungs. With caution, he pushed himself upright and lifted his head, gaze wandering about before falling on a figure standing halfway through the entrance. Peter was surprised to discover it was Clint Barton, who offered him a small wave.

"Hey," he said, leaning casually off the door. "I thought I heard you coming around. You alright?"

Peter's breathing slowed, and he forced the anxiety from his voice. "Y-yeah. Sure." Then he blinked. "But—wait—what're _you_ doing here?"

"Well, after sorting out the crap going down in California, Fury called us up, told us what was happening back in New York. How you were fighting a huge group of enhanced foes who were attacking the city all on your own. Watching it all go down on the flight over, we thought for sure you were dead. Glad to discover after a whole day of searching that we were wrong."

He glanced at the clock beside his bed. _12:24_ _p.m._. They must've been looking for him yesterday, while he was with Matthew and Claire. He decided it was best to keep their involvement to himself.

"Okay, got it, but _why_ are you in _my house?"_

Before Clint could respond, the door creaked open a little more, and a red-headed assassin peeked into the room.

"Hey, how's he doing?" Natasha asked, her eyes brightening once they fell upon his startled face. "Aw, there you are. See, he doesn't look so bad. You holding up okay?"

Peter gawked. "You too? How many of you are here?"

Hawkeye chuckled. "You asked, Spidey." Then he turned outside the door and cupped a hand around his mouth. "Hey guys, c'mere. Pete's awake."

Peter sat stunned as moments later, Thor, Bruce, and Steve came fumbling up the stairs and poured into his room. Upon seeing him, each hinted relieved smiles, despite the fact that they all appeared exhausted and were plastered head to toe with injuries of their own. The five of them crowded around his small bed, and for some reason Peter couldn't keep himself from laughing quietly.

"What the hell, guys? What are you all _doing_ here? This isn't a 93-story tower fit to house a small continent; this is an apartment for two peasants living off less than $30,000 a year."

"Gwen gave us a call last night," Steve explained lightheartedly. "She told us how some man in a black mask stopped by the house and dropped you off. After thinking you were dead for a solid twenty-four hours, we wanted to come over and be sure you were alright." He narrowed his brow a bit, looking him up and down. "Watching the news and hearing the way she described your injuries, I expected you to be in way worse shape than you are. But I guess that's a pleasant surprise—glad to see you're okay."

No matter the friction within the team caused by the latest series of unfortunate events, Peter couldn't deny how nice it was to see them all again. They were his second family, the whole muttley lot of them, and though he still had some major bones to pick with certain individuals, he was fine for the moment with simply appreciating their reunion. However, after taking a quick survey of his tiny room, a part of him was wincing on account of all the dirty clothes and stray papers strewn across the floor, and he felt his face begin to burn concerning the dorky posters of Einstein and Darwin and Led Zeppelin pasted messily over the walls. He noticed Thor thumbing through his gallery of Gwen pictures that hung just beside the door, and he scratched at his flushed neck nervously.

"Y-yeah, heh. Fit as a fiddle."

Bruce looked as though he was about to ask something, when the door behind him jarred open violently. In scrambled Gwen and Aunt May, followed less enthusiastically by a listless-looking Tony Stark, who hung back in the doorway. The pair pushed through the crowds and ran right up to him, both appearing extremely ill-rested but surprisingly energetic. Revitalized by their much-missed presence, Peter reached out to take Gwen's hand in his, but her fingers instead immediately clasped his face.

"Oh my gosh," she gaped, turning his head every which way like she was looking for blemishes on a piece of fruit. "You're—you're so much better! How is this possible?"

"Uh...nice to see you too, Gwen," he chuckled, curling his hands around her wrists. She turned back towards Aunt May.

"Look at him! Look how much better he is!"

May marched up to him and grabbed on to his arm, scanning over his flesh perplexedly. "Goodness me!" she cried, gently dabbing at the skin as though it were fake. "Why, you look good as new!"

Peter sat boiling with embarrassment as the two women checked over his body restlessly. "Um, okay. Yeah. Thanks guys. You're too kind, really."

Gwen shook her head in disbelief. "This doesn't...make _any_ sense. You don't understand, Peter. You were _mutilated_ when that man dropped you off here. You—you had burns all over your back, your blood pressure was unbelievably low, a _rib_ was _poking out of your side,_ and there were bruises and gashes and stab wounds everywhere, and—and—" Her fingers gently traced down the sides of his face, and her eyes were wide and scared. "I don't understand. I don't understand any of it. Who were those men? Why were they trying to kill you? Where did they take you? What did they do to you? Where were you all day yesterday? How did you escape? And that man—that man in the mask, who was he, and how did he—"

Peter wrapped his arms around her and pulled her into a hug. She seemed startled by the action, her hands hanging loosely against the bed for a moment while he held her close. He had missed her so much. Through all the agony and humiliation he'd suffered, the longing to see her again, to feel her warmth and hear her soft voice—it was one of the fleeting things he'd clung on to at his lowest points. He realized how foreign affection was to him at this point. He was so used to every touch being hostile that when she finally curled her arms around his shoulders, he flinched. The comforting gentleness seemed alien.

"I'm sorry," he told her. "I'm sorry for worrying you. I was an idiot." He kissed her on the cheek and pulled away, injecting his voice with comedic jubilance as he clung to her hands. "But hey, look, I'm okay. I'm home and stuff, so there's nothing to stress about. Everything's fine now."

Gwen scowled. "No, everything's _not '_ fine now'. You can't expect us to just write off everything that's happened like some little misadventure. You owe us an explanation— _all_ of us."

Immediately Peter grimaced. He didn't realize until now how much there was to tell, and how much of it would likely terrify the crap out of his family. He didn't want to lie to them, but he _really_ didn't want to map out every gruesome detail of his skirmish with the Sinister Six, his play date with The Kingpin, and his appointment with Matty and the doctor. His aunt's sunken eyes gazed at him desperately. He had to let them know all that was happening—the true enemy they all faced, the war brewing in the shadows. But that didn't mean he had to tell them all at once.

"I'll explain everything," he assured her, "but...not to all of you. Not yet. Let me talk to Stark and Cap first."

Aunt May grabbed his hand quickly. "No Peter, _please._ You can tell us. Whatever happened, you can—"

"No," he insisted. "I can't. I'm sorry, Aunt May, but I can't." He turned to Gwen. "Please. Just trust me on this."

The pair of them looked hurt, although Gwen's eyes shone with a keener sense of understanding. Her hand ran down his neck until it fell on his shoulder, then she sighed despondently.

"Alright. We'll wait downstairs. Come on, Aunt May."

Gwen took his aunt's hand and pulled her away from the bed. Her grip on Peter's wrist broke, yet here tearful eyes remained fixated on her nephew's face. With a shaky breath, she allowed herself to be dragged out the door, the others following hesitantly behind, until only he, Tony, and Steve were left in the room. Stark appeared vaguely surprised and somewhat uneasy, with his hands shoved in his pockets and his back against the wall. Steve shut the door and stood rigidly in front of him.

"So, uh, what did you want to—"

"First of all, Tony Stark; you sir, are an _asshat._ Also, Foggy says hi."

Tony blinked, then stifled a chuckle. "Uh, okay then. What the hell does that have to do with—?"

"The Sinister Six—aka, those six whack jobs that attacked the city while you guys were off fighting the 'too big and bad for Spidey' Hydra in California? Newsflash, sonny: _T_ _hey. Are. Hydra."_

"They're...wait, how—?"

"And they're boss, whom I had the incredible of honor of speaking with for a whole night while strung up like that lady from _Fifty Shades of Ew_ as he and his maniac sidekick electrocuted me and punched me and kicked me and stabbed me a whole bunch? Yeah, he's the damn ringleader of Hydra's entire operation. You're welcome for finding him."

"Whoa, whoa, slow down," Cap said, holdings out his hands. "Back up, kid. What are you talking about? Sinister Six, Hydra? Tell it from the beginning."

Peter huffed exasperatedly. "Alright, if you insist. Here it goes: On a chilly winter evening, I was born. Six pounds, seven ounces of promise and potential—"

"Peter," Steve grumbled. "Seriously. This is important."

"And my life story isn't? Harsh, Captain Rogers."

"I get it, alright?" Tony finally murmured. Peter turned to glare at him. "You're pissed that I told you you weren't ready to fight Hydra, when really you've been fighting Hydra this whole time while we've been gone." He pushed off the wall with a sigh. "I'm sorry you're all butthurt. My mistake, okay? But if what you're suggesting is true, we need to get down to business. These men who've been targeting you are _Hydra?_ That's some very unsettling crap."

"Oh, Tony. You always know exactly what to say to make me want to pop your little melon head right off your shoulders. It's truly a gift."

Stark rolled his eyes. "Look, what do you want from me? I did what I thought was right. I was trying to protect you. How was I supposed to know that all those random guys you were fighting on the street were linked with Hydra?"

"See, that's the thing: I don't want anything from you. I just really want to savor this moment: Tony Stark realizes that he can actually be _wrong!_ Who would've ever thunk it? Somebody ring up Glencoe, 'cause this is one for the history books!"

"Peter, just stop," Steve snapped. "Everyone's got baggage at this point, including you. Speaking of, I've been meaning to ask: how has your freaky nightmare problem been progressing? Surely you got it _all_ sorted out while we were gone, right?"

Peter couldn't deny how much that stung to hear, although he did his best to not let it show. Nothing had changed since he'd sparred with Cap the other night—if anything, the visions had gotten _worse_ since then. Although, he recalled, he couldn't remember having any during his last power-nap. From the puzzled look Stark procured, it was clear he had no idea what he was talking about. Steve must've kept his secret to himself until now. Peter hung his head dismally in response. The star-spangled soldier stood in front of Spider-Man with his arms crossed.

"It doesn't matter at this point who's right and who's wrong about whatever. Who cares? The fact is, something really bad is going on in the shadows around here that we don't know about that's endangering people's lives. There are people getting hurt, dying from what I've picked up from the news. And from what I can tell, you're no exception."

Hands in his lap, Peter glanced at Cap skeptically. "What do you mean?"

"Something happened to you. Something serious. Don't ask how I know—I can just tell. So enough with all this bickering. It's time for us to regather ourselves so we can start fighting the real war, together. And that starts with you, Peter." His gaze was cold and steady. "Tell us. All of it."

Unsettled beneath Captain America's drilling stare, Spider-Man swallowed raggedly. _No chance of getting out of this,_ he thought defeatedly. _Guess I'd better just get it over with._ His eyes switched between the two men standing in front of him as though they were his nagging parents, although the thought of that was so freaking weird that he instantly forced it from his mind. They were his friends, more like, his _comrades,_ and they had to know everything that was going on so they could all start working towards ending Hydra. Because if it wasn't clear from the unspeakable ass-kicking he'd just been dealt, Spider-Man could _not_ handle this threat alone. He needed their help. Finally, with a heavy sigh, he leaned back against the wall, kneading the bed sheets in between his fingers.

"Alright, I'll spill. You might wanna sit down, though. This could take awhile."

He told them everything. It was startling how much there was to tell. Cap already knew about the crippling nightmares/visions, about Wanda, who as far as he knew still wanted the Avengers dead, about Black Cat and the network of criminals, prison guards, and policemen all working in cahoots, as well as the group of advanced freaks who had been sent out into the city by the Big Man over the last week looking to fight him. The new, juicy deets included the assembly of all six hooligans into the group labelled the Sinister Six, and how they all had whooped the crap out of him until he was on the verge of death. He explained how they were seconds from killing him when a voice had spoken out of nowhere, stopped them. The real mastermind behind all of this.

"The Kingpin?" Tony repeated curiously, resting his chin in his palm with his brow furrowed. Peter nodded.

"That's his most famous alias. His real name is Wilson Fisk. The Big Man, aka some albino dude named Lincoln, was just his lapdog, a decoy. After I woke up in some super creepy warehouse all chained up and barely breathing, Lincoln started beating me to a pulp until Fisk showed up and killed him out of nowhere. Still not exactly sure why, but whatever. Lincoln apparently orchestrated the whole Project Chimera thing from the winter, and after that failed, Hydra replaced him with Fisk. He's some shadowy crime lord who seems to have a hand in everyone's cookie jar. Anyway, considering how I was sorta the one who ruined their original plans, they had a bit of grudge against their friendly neighborhood Spidey, which they were very quick in making _quite_ clear."

Cap stared at the floor frustratedly. "Geez. This is all so complicated. How has Hydra grown so rapidly since we obliterated their initial body?"

Tony simply shook his head in response. Then he eyed Peter apprehensively. "What happened after he killed the guy? What'd he do with you?"

Peter stared down at the crumpled linens. "He had some kind of shocking thingy tapped into my restraints that he'd activate whenever I cracked some wiseass remark. Which, knowing me, was _a lot."_ He couldn't help but chuckle a little in spite of himself, but his expression quickly switched back to a troubled frown. "Then he brought out Wanda, all gagged and bound up. She looked like she'd been tortured. He tried to make her tell him who I was, but she wouldn't, so they dragged her away. Some time during all that he stuck a knife in my shoulder and was being all creepy-cryptic or whatever. He started talking about using _me..._ to kill all of you."

Tony scratched his head. "Kill us? You? What, like mind-controlling you or something?"

Uneasiness swelling heavier and heavier inside him, Peter buried his hands into the mattress. The terrible fear was consuming him again. It was burning in his blood, gnawing at his stomach. But he had to face it, he had to tell them. It was the only way he could stop it. Beads of sweat were gathering along his forehead, and he swallowed the lump forming in his throat painfully. "No. Well, I'm not all that sure. But...he said he'd found something that would either kill me, or turn me into a monster. As he said it: 'This is how you're going to help me destroy all that oppose us before ultimately destroying yourself, and everything and everyone you care about.'"

Faces skewed with confusion, Cap and Stark exchanged a look of puzzled worry. As Steve rubbed at the bandage plastered over his side distractedly, Tony turned back to face Peter. "Well, what the hell was it, then? What was he talking about?"

"It...it was...uh..." A shiver coursed through him. "I—I don't really know...what to call it."

"Kid, are you okay?" Cap asked with sudden concern. "You're looking kinda pale."

Fighting the terror pooling inside him, Peter released a shivery breath. "It was creature. A living thing. It looked like a puddle of mud, but...it could move on its own. It was some kind of...black monster."

Peter waited to hear what they would say. Tony narrowed his eyes, pondering his unsettling words. He didn't respond initially. Steve, on the other hand, looked incredibly troubled, and his arms fell to his sides.

"Peter, wasn't that one of the things you said was showing up in your nightmares? I remember you calling it that before—a 'black monster'."

Spider-Man glanced up quickly. "Uh...yeah. Right. I forgot I told you that." He dropped his gaze. "Fisk was going to like, _feed_ me to it or something. But then the whole place erupted into flames, so he never got the chance to."

Tony snorted. "This is the most farfetched thing I've ever heard. And I've fought an alien army. After that, did a magical fairy princess fly down and rescue you from burning to death?"

"Uh, no. A ninja, actually."

"Oh, right. _Duh."_

Cap cut into their banter with steely seriousness. "Look, I hate to be the one to bring this up, but are you sure that this black monster or whatever was actually, you know, _real?"_

Peter stared at him confusedly. "What? Of course it was. I—I know it was."

Face solemn, Steve slowly shook his head. "I'm not so sure, kid."

"What, you think I'm making this up for shiggles?" Peter snapped offendedly. "I know what I saw. It was right in front of me, literally _inches_ away."

"I know what you _think_ you saw and experienced. But your mind has been having trouble distinguishing between reality and not. You might've just been seeing things, hearing things, all trips of your imagination brought to life through these weird daymares you've been having."

It dawned on him what he was suggesting. "You think I just dreamt this whole freakish experience up in my head? That's—that's _crazy,_ Cap! You really think nothing I've said is true? None of it at all?"

"No, no. For the most part, I trust what you've said to be true—Hydra, Sinister Six, the witch lady, Fisk—although we clearly need to investigate further. What I'm not convinced about is this 'black monster'. You said so yourself you've been seeing it on a regular basis, but that it isn't real. It's whatever this mind-sickness you're dealing with causing you to _think_ you're seeing it, just like you thought you saw me being killed the other day, remember?"

An ill sensation suddenly came over him. They didn't believe him, he realized. They thought he speaking nonsense, craziness, like before. They thought he had lost his mind and was seeing monsters like some scared little kid. At least, Captain America did. Peter slowly shook his head.

"N-no. Really. This was different. This wasn't in my head. I _know_ this was real. Fisk talked about it, pulled it from under his coat, described _exactly_ what I was seeing. It wasn't something I just dreamt up. It couldn't have been." He felt as though he was trying to convince himself. For a terrifying moment, he wondered: was Steve right? Could he really have imagined that whole episode? He turned to Tony, growing desperate. "I'm not making this up. Please. You've got to believe me."

Stark ran his fingers along his crisply-cut goatee, sighing quietly. "Look, I've only got a vague idea of what's going on here. Nightmares, visions? Black mud monsters? It's a lot to process." He crossed his arms adamantly. "But honestly, it's whatever. All I care about at this point is finding this Wilson Fisk dude and popping a cap up his ass. Hydra is concern _numero uno_ right now. If this thing you're talking about turns out to be real, we'll deal with it later. Alrighty?"

Cap nodded in agreement, but Peter was boiling with frustration. "No! Not 'alrighty'! Do you not understand what I'm saying here? Fisk has some sort of organic weapon! He wants to turn me against you guys! He's got to be stopped!"

"And he will be," Steve insisted impatiently. "Once we find him and undermine his whole monopoly, this'll all be over with. Don't worry about it."

Without another word, the two Avengers began making their way towards the door. Tony grabbed the handle and swung it open, making Peter start in disbelief.

"Hey! Where are you going? We haven't sorted this out yet!"

"We're going to give everyone else a synopsis of what you've told us. We need to tell Fury everything we know. Then we're going after Fisk and Hydra."

Peter kicked the covers off himself. "Uh, alright. Fine. But I'm coming with you. Wanda, my friend, she's still Fisk's prisoner, so I've got to be—"

"No," Cap interjected coldly, "you're not coming. You're going to stay here until you figure out this problem of yours."

"W-what?" he exclaimed. "Like hell I am! I'm perfectly fine, Cap! Look—I'm healed, I'm healthy, and I'm ready to fight! You said so before that no one has a right to tell me what I can and can't do, so that includes you and your star-spangled—"

"I can't trust you, Peter," he told him bitterly. Spider-Man stopped with his feet halfway off the bed, stunned silent in an instant. Captain America was facing away from him with the battle-scarred shield stuck to his back reflecting the fading light that trickled through the window. His figure was broad and rigid, and he looked at him over his shoulder. His eyes smoldered ferociously. "You're seeing things that aren't there. You're freaking out over something that isn't even real. Right now, your mission is getting yourself better. We will take care of this. I know it's not your fault, and I know you're just as confused about it as I am, but it doesn't matter. Letting you out with the others while you're so unstable could end up getting someone killed. That's not something I'm about to risk. I'm sorry."

Without another word, Steve Rogers shouldered past Tony and marched out of the room. Stark watched him go a little bewilderedly, listening to him stomp all the way down the stairs before turning back to the shocked teen, who gaped hollowly at the door. Tony rubbed at his temple and puffed out his cheeks.

"Look, he's right, Spidey. I don't know what exactly is going on with you, but if Spangles is thinking you're not up for all this, then you're not. Why would you want to save a lady who just wants to kill all of us anyway? Seems a little counterintuitive. How 'bout you just chillax for a little while, hang with your family, drink some tea or something, then head over to the tower and have Jarvis give you the one-over. Maybe you're just uber-stressed out or have awkward anxiety issues like me. Jarvis will know what's up. But, uh, that's—that's really all I got for yah. I guess...get well soon, kid."

Offering him an uncomfortable little salute, Tony stepped out of the room and quickly pulled the door shut behind him. Peter didn't look up to watch him leave. He was left sitting alone on his bed, shaken. His eyes were locked desolately on the floor. _I...can't be trusted?_ he thought in astonishment. Somehow, hearing those words come from Captain America's mouth was worse than anything else anyone had ever said to him. _But I...I wasn't lying. I'm not lying. That black creature, it—it was_ there. _I_ know _it was. It couldn't have been just another hallucination, could it...?_

A cold stone formed in his stomach as the realization struck him. If everyone thought he was just losing his mind and seeing things like some paranoid lunatic, then how could he possibly trust himself? How he could be sure that anything he had seen or was seeing wasn't just some phantom dreamt up by his jacked imagination? The idea of that being true was terrifying. If he couldn't trust his own two eyes, what _could_ he trust?

Fearing he might drive himself even more crazy with such thoughts, he forced them from his mind. Peter slowed down his breathing and steadied his raging heartbeat. _No_ , he thought with sudden resoluteness. _No, that's not true. They're wrong, not me. I know what happened was real. I know all of it wasn't just my imagination._ He planted his feet firmly against the floor. _But...even if the freaky black thing was somehow one of my hallucinations, I know one thing that wasn't: Wanda._

Wanda had protected he and his family from being torn apart by Hydra and Fisk. That was a debt he could never repay. But his secret was still at risk while she was still Fisk's prisoner, and what better way to thank her for saving his life than by returning the favor? That was something he could be sure about. Screw Tony and Cap and all the rest of them. If they wanted to apprehend Fisk and end Hydra without Peter Parker, hooray for them. Spider-Man had his own mission to complete.

Peter gingerly stood off his bed, and was instantly surprised by how absent of pain the movement was. In fact, it hadn't dawned on him until now just how much better he was feeling since yesterday. All of the unbearable agony had vanished like it'd never been there in the first place. He stared down at his hands, which were free of the many cuts and scars they'd recently possessed. Puzzled, his gaze fell to his body, and he was shocked to discover that all of the jagged gashes, purpling bruises, excruciating burns, and bloody wounds were gone. There was hardly a scratch left in memoriam of his valiant battle and intense torture session. The slice across his belly was nothing but a small white line, and all of his stitches had been taken out. He jabbed at his ribcage and found that no pain followed; all of his broken ribs were healed. In that moment, it suddenly came to his attention that he was _standing._ Stupefied, he glanced down to his right leg, which was supposed to have a bullet lodged inside it and be shattered to bits. He beat it against the floor, swung it out in front of himself, and gave his dresser a solid kick. Nothing. The bone was completely healed. It didn't even feel like the bullet was there anymore.

No wonder Gwen and Aunt May had been so stunned by his appearance. Peter was at a loss for words. _How could I have recovered so quickly?_ he wondered, running his fingers along his shoulder. _Even with my advanced healing factor, I've never made this big of a turnaround this fast._ He stared down at his palms again, the skin looking oddly soft and radiant. _This is...weird. Good weird, but weird._

Well, whatever was going on, he was grateful for it. Finding where Wanda was being kept and busting her out would be much easier without crippling injuries holding him back. A part of him knew this was stupid, that perhaps the two hardened Avengers were right and he should focus on fixing his mental tick instead of going out looking for more trouble, but he had an excuse to bank off of. Wanda was likely the cause of all of this nighmarey-hallucination mess, so he was willing to bet that she could get rid of it, if he asked politely. Since facing Fisk had been a bust, this was the only other way he could think of solving his predicament. The mere prospect of this issue _finally_ being resolved was too great an incentive to pass up, and encouraged him all the more that this was something he had to do, as soon as possible.

Peter strode into his closet and grabbed the extra suit he had stashed in the back. It was old—fading colors, a few snags here and there, one that he'd made himself without the help of Tony's sewing skills and money—but it would do. He slipped it on quickly, stretching his arms and rolling his shoulders beneath the form-fitting material, then walked over to the window. The world outside, growing darker by the second, was ominous, beckoning.

Then he heard his bedroom door creak open. Startled, he whipped around, and found himself staring at the somber face of his girlfriend standing in the doorway. Her hand was gripping her arm, and her eyes were heavy with pain. Jarred by her appearance, Peter stepped towards her.

"Gwen? What're you—I thought you were—?"

"You're leaving again."

Peter winced at her words. Gwen gazed at the floor, rubbing absentmindedly at her elbow.

"I...I have to. There's someone who needs my help. The man who tortured me—he still has her. I've got to rescue her before it's too late."

"And then?" she said, her voice breaking a little. "What if he captures you again? What if he hurts you more, and this time doesn't stop? What do I do when you don't come back?"

Peter's heart felt as though it was shriveling inside his chest. The pair of piercing green eyes staring back at him glistened with fear. Exhaling softly, Peter walked up to her and gathered her in his arms.

"That won't happen, Gwen. I won't let it. I'll come back. I always come back. You should know that by now. I've got more lives than an animated cat."

"Is it true, what they're saying?" she whispered, hands lying delicately around his waist. "That there's...something wrong with you? That you're having night terrors? You're seeing images of people dying and monsters while you're awake?"

Peter couldn't suppress the shudder that rippled through him. Part of it was caused by how awful it was to hear such raw fear in his girlfriend's voice, and part of it was out of anger at Steve for telling her what was happening with him. But there was no avoiding it now.

"Y-yeah. Sorta. I'm not really sure what's going on." He rubbed at her back comfortingly. "But it's alright. I'll figure it out. It's nothing your amazing spider-boyfriend can't handle."

She buried her face into his shoulder, wrapping her arms around his torso. "Why can't you stay? Just for one night? Then you can go be a hero in the morning. That's all I want."

Peter sighed miserably. "I can't wait that long. She could be dying as we speak. I...I've got to save her."

For a while, the two just sat there, relishing in each other's warmth. Peter's hands ran up and down her shivery spine in attempt to calm her, soothe her. When the two finally separated, it was Gwen who let go first, taking him by surprise.

"Gwen, I...I'm so sorry that I—"

"I'll be right here for you to get back," she stated sharply, then smooched him on the lips and hopped on to his bed. She sat before him with her legs and arms crossed, hair falling messily around her face. "Don't keep me waiting."

Looking her over studiously, Peter felt his cheeks burn a little. But he quickly swallowed and refocused himself, hinting a smile as he slipped his mask over his face. "Alright. I'll, uh, try to be quick. Don't wait up for me, though."

"Don't make me," she snapped, plucking a book off his nerd shelf and flipping through it casually. Snorting amusedly, Peter pushed open the window and stepped on to the ledge, feeling the cool air ghost over his skin. He stared out across the quiet neighborhood, wondering where to go, where to start. He heard Gwen sigh softly behind him.

"I won't tell the others. I'll let them know you're okay, but I won't tell them. Don't make me regret it."

Peter looked over his shoulder with a sad but grateful smile. "Thanks, Gwen. Seriously." Then, all of a sudden, a curious sensation came over him. Without even realizing it, he turned around to face her again. His voice was quiet and kind of squeaky. "Hey, um, Gwen?"

She glanced back up at him, eyes startlingly beautiful. "Yes, Peter?"

He could feel his face flushing red beneath his mask. "I, uh...I love you."

The surprise on her face was instantaneous. Her eyes grew wide, and fresh pigment rushed into her cheeks. Then she giggled loudly, throwing her head back.

"Where did _that_ come from?"

"I was, uh...well I was just thinking. I've felt it for a long time, and I've known it for a long time, but I haven't ever said it. And what you said before—how I might not come back some day? I'm going to do everything I can to make sure that never happens. But...if somehow it did, I want you to know that. I want those to be the last words I say to you. That's all." He sucked in a jittery breath and quickly released it, blushing from head to toe. "So yeah. There. I love you."

Gwen's eyes glowed with new understanding. Everything about her was perfect, vibrant, enticing. He hadn't realized how much value those words carried until now, but when he looked at Gwen Stacy, when he considered all that they had been through together, all that she had helped him overcome, he knew he meant every cheesy bit of it. Her cool expression transformed into a soft smile, and her face radiated with bashful color. Peter swore he saw tears gathering in her eyes as she finally responded.

"I love you too, Peter."

* * *

By the time Spider-Man sprung out of the window and was swinging above the city, he felt higher than a teenage superhero soaring on cloud nine.

Little did he know, there was something sticking to the bottom of his foot. And in that moment, as he made his way across the dazzling city, it began to spread. Around his heel, along his ankle, up his leg.

* * *

 _ **Uh oh spaghettio. You know what that means chickadees. Cant flippin WAIt to write next chapter! UGH I feel like I've been waiting for this FOREVER. TOO MUCH FREAKIN BUILD UP. But yay now I finally get to write it! Hope you're all just as pumped about it as I am! Later you awesome amazing beautimous gorgeous peeples you! You all rock!...review maybe? :3 Teehee**_


	16. Chapter 16

_Disclaimer: SWEET CHRISTMAS_

 ** _Hello. It's me. I was wondering if I could breAK MY STREAK OF NOT POSTING FOR LIKE 7 YEARS AND POST A CHAPTER FINALLY. I can? Okay, good. :D Since the last time I updated, I have: dressed as Spider-lassy for Halloween, got accepted to Baylor (finally! yay!), been swamped by basketball, school work, been binge-watching Jessica Jones, freaking out about Glenn on TWD, and baking like a mad-lady for Thanksgiving. But hey, guess what this chapter FINALLY has in it? That thing I never mention by name! (well, sorta) I had trouble writing this because I wanted it to be original, but also perfect, and to reflect how it is in the comics accordingly. It's a little misleading though. I hope I don't disappoint :) K, I'm shutting up now. REAd._**

* * *

 _Chapter 16_

Peter was zipping rapidly above the world, although he wasn't sure exactly why. He had no idea where he was going or where to even begin searching. Wanda could be anywhere in New York, or perhaps not in New York at all. Fisk could've easily moved her to a distant location where he'd never find her, but he refused to believe that. Wanda was Fisk's hostage—bait to draw Spider-Man back so he could finish what he'd started. Somehow he was certain she was still in the city.

Peter landed in a crouch on top of a decrepit roof. Neon lights flashed recurrently across the urban skyline, while the neighborhood that surrounded him was dull, decaying, lifeless. As he admired the familiar view, his thoughts tumbled back to what his teammates had said to him less than an hour ago. Not only had they immediately diagnosed him as medically psychotic and discounted almost half of what he'd told them without a second thought, but they had flat-out ditched him. _Again!_ Why were they so hellbent on making him feel like an outcast? On top of that, they pretended like their cruelty was somehow the best thing for him when really it made everything a million times worse, they treated him like some stupid, crazy child, and they told him, plain and clear, that he was compromised in his present state and couldn't be an Avenger until he fixed his seemingly incurable "illness". _I can't trust you, Peter._ The words stung freshly in his mind and caused a chill to shiver through him. He realized that all of this savagery channeled his direction didn't just infuriate him—it _hurt._ He hadn't grasped that side of it until now. Their rigid callousness manifested inside him a truly terrible, tangible pain. The sickening ache was settled in his stomach, making him feel almost nauseous. It was a feeling of betrayal, loneliness.

Hanging his head low, Peter released a unsteady breath. He couldn't let his personal problems affect his mission. He could deal with those later. Right now, someone was in danger, and he had to save them. Dragging himself to his feet, Spider-Man stood at the edge of the roof with his hands balled at his sides, when a sharp buzz rattled at the base of his skull.

 _Spidey sense._

At the very same moment, a cry sounded from below. He crawled to the adjacent ledge and peered over the side where the noise had come from. In the dark alleyway stretched beneath him, a crowd of four dark figures was gathered. They stood encircling the frail form of an elderly woman who lay collapsed against the grimy pavement. Her body was bent into a semi-circle, cowering, shivering. A bag was splayed beside her with its contents spilled at the men's feet. One of them reached down and scooped up a flimsy wallet.

"This can't be all you have," he snapped, pocketing a crumpled ball of scanty bills and tossing the wad of leather aside. He snatched the bag that lay by the woman's elbow, causing her to flinch, and groped through the empty space disapprovingly. "C'mon, lady. What else you got?"

"Th-that's it, that's it," she whimpered, holding her trembling hands over her head. "That's all I have, I promise." She raised her tearful eyes to them pleadingly. "Everything I own is in that bag. Please, gentlemen, I am a _beggar._ I am nothing but a poor, tired woman—a lousy target for looters. I have nothing of value to offer you."

"She's lying," another growled, looming over her and snatching a small, tattered box from her jacket pocket. "Old hag's hoarding half a pack of cigarettes. I've been needing a light bad."

"I—I didn't think you would—"

"Shut up," the thug hissed. He grabbed a cigarette from his friend, lit it beneath a cupped hand, then took a long drag, puffing out ghostly rings from his yellow lips. He was completely unaware of the dark silhouette slowly descending behind him. "Don't you dare be calling us lousy. I could stick you in the neck in a second if I felt it. You're in no position to be insulting us."

Like the snap of a trap, a leg suddenly swung out of the darkness and struck the thug right in the temple, causing a yelp to sputter from his throat as he fell to the ground. The smoldering stick slipped from his lips and dropped to the pavement, sending glowing ashes scattering about. A consecutive gasp rose from all the people in the alleyway as the figure stepped down to the concrete.

"I don't think a specific position is required for one to have the pleasure of insulting you assholes. I mean, seriously? Four brawny men against one old woman? How freaking low can you possibly sink?"

The three remaining thieves' faces had washed pale. The dim light reflected in the whites of their eyes. As Peter stepped forward, their feet shuffled back restlessly. The woman stayed shriveled against the concrete.

"Who—who the _hell_ is—?"

"C-call the others! Quick! Somebody—anybody—!"

"No! just—just— _run!"_

All at once, the trio of thugs took off sprinting down the narrow passage. Peter watched them for a moment with a tinge of amusement, wondering how these idiots had grown into such cowards. Then, with a sudden tenacity, his amusement transformed into anger, and he sprung on to the wall.

"Ah, and the true chickens come out. Not so fun on the opposite side of the coin, is it fellas?" Peter fired a glob of webbing over the first thief, sticking him to the ground, then dropped directly in front of the next. His fist slammed into his face, and Peter was startled to feel the bone concave beneath the punch. He had shattered the man's cheek bone like glass. The thug crumpled to the ground with a screech, cradling his broken face as he gagged on bones, teeth, and blood. Keen guilt instantly nicked his heart, and Spider-Man rubbed at his knuckles nervously. _Whoa. Ease up there, Spidey. Where did that come from? You're trying to send them to prison, not the hospital, remember?_

Regathering himself, Peter was startled by his spidey sense and turned around to see the last man near the end of the alley. He was standing with his back against a gate, holding a gun. The barrel was aimed at the feeble woman's head.

"N-now you let me go!" he yelled, the weapon shivering in his hands. "Or I'll—I'll shoot her! I'll shoot her dead!"

The thug blinked. The dark figure was gone. The shadowy pathway was vacant, silent. He jerked his head left and right, sweat pouring down his face.

"I—I swear! Don't make me do it, man! Don't make me! 'Cause I...I swear, I'll—"

The gun was kicked from his hand. Webbing was sealed over his lips. His arm was pinned against his back. His face was pressed into gate. Even Peter could hardly believe how fast, how effortless, how _perfect_ the attack had been. It was like he was moving at a whole different frequency than the rest of the world. Never had he felt so superior to his enemy, and never had his abilities felt so fluid beneath his control.

"Cut that out. This is no place for swearing. You'll have plenty of time for that in court, and even more time after that when you're pouting in the corner of a cell." He webbed his face to the gate and his hands into a ball. "Now you and your buddies all stay put until the cops get here. And next time you think about jumping somebody, I hope you'll remember this little meet-and-greet with your friendly neighborhood Spider-Man. Because I promise if there's a reunion later on between _any_ of us over _anything_ like this ever again, I will be far less forgiving. Capeesh?"

Peter took his muffled whimper as a yes, and backed away from his helpless form. A few more spurts here and there, and the rest of the men were restrained as well. With all four thugs caught in the spider's web, Peter hurried over to the woman. With quaking hands, she was gathering up her measly belongings, facing away from him. Peter took the stolen money from the first thief's pocket and eased up to her carefully. As she strained to reach the wallet sprawled against the pavement a good distance away from her, a gloved hand picked it up first, causing her to cringe.

"Here," he said gently, holding it out to her. The wide, bleary eyes lifted to meet his, framed by deep wrinkles at the corners and underneath. Her face had a thin layer of dirt caked within the dark crevices, making her have a haunted sort of appearance. She was clothed in a shabby floral shirt and jeans soiled with rips and stains. She was a tragic sight to behold. The eyes switched back and forth between his face and the wallet, until finally a pair of gnarled hands cupped together just above the ground, and Peter placed the money and the wallet in them with attentive softness.

"Are you alright? I'm sorry those jerks attacked you. Chivalry seems to be a dying culture in NYC."

Wordlessly, the woman dumped her stuff into the bag, her movements seeming shaky and hurried. Spider-Man watched her disconcertedly for a moment, uncertain what to do or say. She began struggling to rise to her feet, and he stepped forward quickly, taking her by the arm.

"Here, let me help—"

She ripped her wrist free of his grasp. "G-get away! Get off me!"

Peter jumped back fearfully. "Huh? What's wrong?"

"Don't touch me! Whoever you are—whatever you are—don't _touch_ me! Just—just go away!"

She began shuffling down the alleyway, hugging herself defensively as tears streamed down her cheeks. Peter stared at her with nervous confusion, following slowly behind.

"Ma'am, I—I know you may not know me personally and all, but you can trust me. I'm one of the good guys, really. You've gotta recognize me from all the lame banter, the web-slinging, the red and blue onesie? I'm Spider-Man."

As she neared the end of the pathway that bled out into the street, the woman glanced back at him over her shoulder. Her eyes were filled with a life of suffering, terror, and humility, but also with something else, something he couldn't exactly explain. There was a horrified knowingness in those sad gray pupils—as if she was staring at a ghost, a _beast._ She gritted her teeth together.

"You are not. Leave here at once, devil. And do not come back."

Then she turned back around, frail body hunched and stiff, and shambled out into the sidewalk, curling around the corner and vanishing from sight. Peter was left standing in the dark backstreet, speechless. _What the heck?_ he thought, frowning offendedly. _I just saved you from a bunch of thugs, and that's how you thank me?_ Then he heaved a miserable sigh. _Suppose I can't really blame her, considering all the crap cycling around about me lately. But seriously, 'devil'? That seems a bit cruel, even from a New Yorker._

Weighed with dejection, Spider-Man stepped over one of the moaning criminals and began scaling the wall of a concrete building. He could hear sirens approaching from afar. A feeling of insignificance came over him, as though his attempts to help others were in vain seeing that they only caused the world to hate him more. At the same time, a second sensation was present inside him, one that entirely opposed the other. Although he couldn't quite pinpoint what exactly was causing it, something about him that night seemed a bit...odd. He had felt it as he was fighting the baddies, but it was even stronger now. Perhaps it was his body transforming so quickly from completely devastated to the pinnacle of health, or perhaps it was a byproduct of all of the extremities thrown his way, but for some reason Peter felt struck with an intense feeling of _power,_ control. Every movement he made seemed effortless and athletic, every slip of his hand across the gritty wall was like a knife through butter. On top of that, he couldn't believe how _fast_ it felt like he was moving. When he reached the top of the building, he rounded the crown with a quick flip, amazed by the acrobatic fluidity of his body and feeling as graceful as a ballerina-ninja-swan on steroids. He landed in a low crouch, trying to keep his mind focused on finding Wanda but distracted by this strange yet exhilarating sensation. He had an incredible urge to go on a pulse-pounding, web-slinging joyride just to expend all this new, vigorous energy.

"Ooh, Spidey," a cool voice suddenly purred to his right. Peter glanced over his shoulder in surprise, and his eyes fell upon a curvy figure just as it landed beside him on the rooftop. He recognized who it was in an instant, even before she leaned into him with her face so close he could feel her breath against his skin. "I'm absolutely in _love_ with the new look. I had no idea what an impression I'd left on you. I'm flattered, truly."

Spider-Man hopped to his feet with a start. "Cat! It's you! W-where have you been? What are you doing here?"

"Enjoying the view, obviously," she replied, looking him up and down with her dazzling blue eyes. "See, I knew we made a connection. Did you finally decide to turn from the goody-two-webs business and join me on the fun side?"

Peter cocked his head to the side slightly. "Uh...no," he stammered, brow furrowed. "I was actually kinda hoping you'd made the conversion. I'm still, um, 'goody'." Peter shrugged his shoulders. "What would make you think that I'd changed?"

Black Cat dragged one long claw slowly down the outline of his face. "Well, why else would you ditch that tacky red and blue to pattern your look after mine?"

Peter was puzzled. He hadn't changed anything about his look—not that he could remember, anyway. In actuality, he recalled having put on one of his original Spidey suits, which was the tackiest of all he owned. She wasn't making any sense. Clueless, he grabbed her hand and held it away from himself forcefully. "What the heck are you—?"

His words were cut short. His eyes had flickered to his fingers, which were coiled tightly around her wrist. He was startled to discover that they weren't their normal, eye-popping red. His whole hand wasn't.

As a matter of fact, as his gaze travelled along the length of his arm, down his torso, all the way to the tips of his toes, he realized that none of him resembled his iconic color scheme any longer. Now instead, his entire suit—his entire body—was clothed in _black._

"Still insisting you don't have a crush on me, short, dark, and handsome?

Peter released her hand and stared down at his palms, blinking repeatedly. "W-wha...what the hell...?"

"Why don't you just admit it so we can stop beating around the bush?" He felt her nails fall across his shoulders, but he jumped back reflexively. Glancing left and right, Peter launched himself off the rooftop and stuck to the adjacent building, whose walls were made of reflective glass. His wide, disbelieving eyes traipsed over the masked face staring back at him. He curled his fingers against the glossy windows.

 _What—what the hell is going on?_ he thought perplexedly. _This isn't the suit I put on, is it?_ He swore he had never seen this costume before in his life. It was completely different from all other styles and varieties he had ever worn. The suit was solid black, lustrous, as though it was made of polished leather or satin. There was no web detailing he could see. The only things punctuating the dark silhouette were the bright, wide eye-lenses and the spider design, although this one was very unique. Pure white, stretched far across his torso from the top of his chest to just above his bellybutton, and with long, thin legs wrapping under his armpits and ribs all the way around to meet with the matching spider on his back. The contrasting colors made the majority of the suit blend into the night, while the eyes and the gigantic arachnid seemed to almost glow. It fit his thin, toned body better than he thought possible. It was beautiful, but somehow menacing.

Peter turned his head to the side curiously, gripping his chin. _Where did this come from? Is this one of Stark's? Or...or something else?_

"Is this a bad time, swinger?" he heard a playful voice call from behind him. He turned to find Black Cat lying along the edge of the roof, rolling a collection of sparkling jewels between her fingers. "You seem a little distracted. I could lend a hand with that, if you ask nicely."

Without responding, Peter held his arm up beside his face. Using his thumb and forefinger, he pinched the fabric that rested on his wrist. It felt slick between his fingers, almost _slimy._ He pulled it far off of his skin, watching it stretch and stretch farther and farther. It was like it was made of silly putty. Finally, he gave it a hard yank, and a glob of the black material tore from the suit. Peter lifted it close to his eyes. It was unlike any fabric he had ever seen. _What is this costume made of?_ he wondered confusedly.

Then...it started to move.

Like living tar, the bundle of black squirmed a little in his palm. It uncoiled, twisted, writhed. Then, sluggishly, the blob began to melt back into the rest of the black suit, sinking and spreading along his glove, before finally disappearing entirely. It had somehow conformed itself back into the costume. Peter gazed at the spot where it had vanished in silence, then looked back at his wrist. The area he had ripped was growing smaller, the two sides of black creeping towards one another. It moved as though with purpose, like it had a mind of its own. Once they met, the material fused together and settled itself comfortably against his skin, and the suit went back to looking good as new. It was like it had never been torn in the first place.

Slowly, Peter shifted his gaze back to his reflection. He could feel his heartbeat crawling into his throat. _W-what is this?_ he thought. _Am I seeing things again? Surely this—this isn't happening. It isn't possible. I mean, unless—maybe Stark made a self-healing suit? Y-yeah, that's it. Tony must've been getting sick of me tearing my other ones up all the time, so he made this. Th-that's what's happening. Well, either that, or it's just my mind playing tricks on me again. Yeah, it could be that, too. It's gotta be one of those two. Those are the only things that could explain why my costume is—_

 _"Peter...Parker..."_

Spider-Man's insides turned to ice. His mouth soured, and his breathing ceased.

"He _llo?"_ Black Cat snapped impatiently. "I know I told you you look hot, but c'mon. Can you even hear me, Narcissus?"

After a moment of silent motionlessness, Spider-Man sprung off the wall. Like a demon out of hell, he dropped into the alleyway below, rolled along the pavement, and began sprinting like his life depended on it. Cat watched the little hero curiously as he ran through the passage beneath her, tripping and stumbling all over himself, until he vaulted over a fence in one perfect leap and skidded around the corner, and his black form evanesced into the darkness. Jewels rolling in her palm, she snorted amusedly, wondering what could possibly be going through that strange boy's head.

* * *

 _Oh gosh, no. No, no no._

Peter's arm scraped against the wall as he jerked around a sharp turn. He didn't notice. His feet pounded hysterically into the grimy concrete.

 _It can't be. It can't be!_

His skin had broken into a cold, feverish sweat. His heartbeat throbbed inside his ears. His arms pumped wildly at his sides.

 _Please, don't let it be true!_

Out of nowhere, Peter's foot caught on a trash bag lying in his path. His body tumbled forwards uncontrollably, and he expected to splat face-first into the pavement. But instead, he felt his weight suddenly level off, and with one quick somersault Peter found himself resting on his hands and the balls of his feet, unharmed. He sat stunned for a moment, breaths coarse and rapid, body shivering. His eyes were wide and fitful beneath his mask. _What the...? Did the suit just...cushion my fall?_

 _"Spider-Man..."_

Peter flinched violently. It was unmistakeable. It was the voice. The voice from his nightmares, the voice from his visions, the voice that haunted his soul, whispering in his mind. It was the voice of the black monster. It was his own voice.

Spider-Man gripped his head in his hands. _N-no. No, no, no. It's not real. It's not real! They said I was just seeing things. They said I was just crazy. It's all in my head. It's all in my head. It has to be!_

But he knew it wasn't. He was seconds from breaking down right there, alone in the dark backstreets of no man's land. He couldn't believe this was happening. It was everything he had always feared. The black monster had finally claimed him. It had escaped the fire and found him. Fisk had won. It was going to eat him alive, just like it always did in his dreams. He could feel it moving against his flesh like a hungry serpent encircling its victim. Only this time, it was _real._ There was no waking up from this nightmare. Any minute now, the dark creature would indulge in its feast.

He waited for it to happen, utterly broken and defeated. And yet, after sitting desolately on the cold asphalt for a long while, gasping shallowly with his eyes squeezed shut, something strange suddenly occurred to him. _W-wait a sec,_ he realized. _My spidey sense. I—I can't feel it. It's not tingling. It's not warning me of anything._

Peter's eyes slowly slipped open. He swallowed painfully, gulping down the icy fear lodged in his throat. With shaky movements, he lifted his head from his lap and held his palms up to his face. His brow narrowed in nervous confusion. _The black ooze, it's—it's not being registered as a threat. How it that possible? My spidey sense isn't being triggered by it. Does that mean—that has to mean—somehow, it isn't dangerous. For some reason, the black monster...doesn't have any intention of hurting me..._

He sucked in a careful breath, then laid one palm flat against the pavement. Slowly, hesitantly, Peter climbed back to his feet, unbroken gaze locked on his hand. He turned it over multiple times, and his crippling terror began tentatively transforming into skeptical curiosity. _It's...strange. The suit. The symbiote enveloping my body. It doesn't feel how I thought it would, how Fisk made it seem it would be. It's not like it was in my nightmares._ He blinked, flexing his fingers beneath the fluid material. _I can't believe I'm saying this, but it almost feels...good. Comfortable—maybe natural, even. None of my other suits have ever felt this great on. It's so light, adaptable. I—I feel like I'm wearing an extension of myself. This is so weird._

He was calmer now. His initial panic was subsiding. He recalled how amazing he had felt fighting those four random thugs earlier. He remembered how flawless every one of his movements had been, like he had total control over his body. Greater still, he reverted back to his stumble on the trash bag, and how the symbiote had balanced him mid-trip and had broken his fall. Could it be that...the black monster...was somehow _helping_ him...?

Then he shook his head. _Are you nuts, Parker?_ he scolded himself. _There's no way in hell this thing is on your side. It's been haunting your mind, plaguing your entire existence. It's been the bane of your life since it was created. Fisk brought it to you to destroy you with. He said it would either consume you or turn you into a freaking monster. You seriously think, after all that, he would give you something that was meant for anything other than murdering you and your friends?_

Still, his mind wandered back to what Fisk had _actually_ said. _In every trial thus far, the symbiote has either completely devoured its host subject, or transformed them into a mindless monster of violence and destruction. But with someone like you, whom it shares its very own blood with, which do you think it will choose? Will the beast consume you, transform you into the Trojan Horse I pray you'll become, or turn you into something new, something entirely different?_

He had forgotten. The black monster and he, in a sense, were related. It had been created from his DNA. Maybe that was why it had chosen not to hurt him. Maybe that was why it felt so in sync with his body. Perhaps his relationship with the ooze _was_ something new, something entirely different than what Fisk had anticipated. Perhaps he _was_ the exception.

Peter's hand curled into a fist. _No. That doesn't matter. None of it matters. Whether or not this thing wants to kill you is irrelevant. There's not a chance in hell you can risk anything. You don't even know what this thing is, why it's on you, what it's after._ He set his jaw. _No, you've got to get rid of it. Somehow—someway—you've got to get it off._

He was adamant about what he had to do. But as he stood there, pondering how exactly to go about this, it suddenly came to Peter's notice how deafening the police sirens had become. They were screeching now, howling, growing louder and louder by the second. On top of that, an acrid taste was brewing in the air; it smelled like smoke. Startled from his current predicament, Peter spun around just as a blur of flashing lights and roaring sirens barreled past the alley he was in. He ran down the passage after them and turned the corner rapidly. When his eyes fell upon the scene unfolding at the end of the street, Peter gasped in shock. _Oh no._

A tall, dilapidated apartment building towered before him. It was engulfed in flames. Fire trucks and ambulances crowded the surrounding road, along with a mob of people gazing at the burning structure in fearful awe. Men dressed in heavy suits were flooding inside.

As he watched the spectacle disbelievingly, a pair of men sprinted past him, snickering to themselves. They smelled like cigarettes. In the split second they were in his line of view, Peter saw the silver body of a lighter glisten in one of their hands. As the front man vanished behind a drug store, the other hung back a little at a distance. He had a dragon tattoo curled around his scrawny neck. He flashed him a disgusting sneer.

"That's what happens when you mess with our people, _freak!_ Better hurry before all those morons get barbecued because of you." Then, chucking the lighter to the ground, he disappeared into the dark badlands.

Peter blinked repeatedly, stunned. _Oh_ _crap. Those goons' buddies did this. They must've gotten ahold of them somehow after I beat them up. Can't go after them now, though._ He turned back to the blazing building, watching the tongues of fire lick at the inky sky, then glanced down at his hands again. The brilliant orange light spitting from the flames danced across his glossy palms and reflected in the whites of his eye lenses. He could feel the heat seeping through his costume even at the distance he stood at. Frowning resolutely, his fingers curled together. _They come first. People's lives come first. I'll deal with this—ditching and destroying the monster—_ after _I save their lives._

Reaching his decision, he was off in a flash. Spider-Man bolted down the street, leapt on top of a yowling firetruck, then sprung on to the upper wall of the building. He could hear a few cries of surprise and protest from the witnesses below, but he ignored them. Thick, black fumes poured out of the window above him, causing his eyes to sting. He could hear people screaming inside. He blinked the pain away and cocked his fist behind his head. With a quick punch, Peter shattered the glass, then quickly swung his lanky form through the gap and into the apartment.

The room before him was a glowing, roaring image from hell. Couches, lamps, walls, carpet—the dresser in the corner, the photos on the walls—all of it was being consumed. The fire was transforming their soft shapes and innocuous colors into gnarled black scars. And the heat was tremendous. It rushed over him from every direction, causing his skin to break into a sweat beneath the black suit. Fear suddenly rose into his throat as his mind flashed back to the incident with The Kingpin and the burning warehouse, but he quickly swallowed it down. Steeling himself, Peter stepped deeper into the blazing apartment.

"Is anyone in here? Hello? Is anyone there?"

The floor beneath his feet gave a threatening creak just as a chorus of wailing met his ear. Startled to action, Peter buoyed above the flames on a web-line and burst through the door on the opposite side of the room. Outside he found a series of hallways encircling a center stairwell. All of the apartments to his left and right were belching smoke, and the stairs leading to the lower floors were blocked by a wall of a fire. Gathered in the small area that led into the staircase was a group of disheveled, terrified people. Some were cradling their children and spouses, others were hacking and wheezing violently, more were clutching their wounds, weeping, crying for help. There were nine in total. Peter vaulted over the safety railing and landed in front of them, causing many to flinch and yelp.

"H-hey," he stuttered nervously, holding out his hands. "It's—it's okay. Don't panic. Everyone's going to be alright."

A young man coddling a tiny, screaming baby in one arm and a teenage boy with the other squinted at him through the smoke, beads of sweat rolling down his face. "Is...is that...?" He blinked repeatedly. "Who are you?"

"The onesie-wearing wonder who's going to get all of you out of here," he replied curtly. Without explaining further, Peter grabbed the man's wrist and scanned across the rest of the terrified expressions staring back at him. "I know a way out, but I can't carry all of you at once. I've got to make two trips. I'll take the injured and those with kids first, then come back for everyone else. Okay?"

A couple nodded, while the rest simply remained bleary-eyed, unresponsive. Wasting no more time, Peter bent down and carefully scooped a girl with a burned foot off the floor. He held her under one arm, and gathered a woman who was coughing ceaselessly under the other. Lastly, he turned to the man with the boy and the baby, wondering how he could add all three of them on top as well, as promised. But after a long moment of hesitation between them both, the man suddenly stepped towards him.

"Here," he said, gently passing the wailing baby into his teenage son's hands, who jumped in surprise as he nudged him forward. "Take my boys. Get them to safety."

Peter stared at the father with a mixture of reverence and gratitude, but his kid grabbed his shirt frantically.

"Dad, no! I'm staying with you! I'm not leaving until you do!"

"Son, you must," he snapped instantly. "The longer we argue about this, the longer the rest of these people have to wait to be rescued. This once, just _listen_ to me."

The boy's face was red with terror. The baby lied screaming in the crook of his arm. Growing desperate, Peter knelt down beside him and motioned with his head.

"Come on. I'll be fast. I'll drop you and your bro out of here real quick, then swing right back in and get your dad. It'll take two seconds. I promise I'll get all three of you out of here, safe and sound."

His expression was still unconvinced. Peter realized right then how odd this was—that he was talking to the boy like he was a little kid, when really he looked around his same age. Luckily, the father was cognizant of their time-crunch, and quickly scooped up the teen and placed him on Spider-Man's back. After a moment of startled uncertainty, he wrapped his free arm around Peter's neck and held the baby with the other, carefully sandwiching him between his own body and Spider-Man's. Satisfied, Peter stood upright with the heavy load weighing on his skinny body and exhaled slowly. He stiffened a little as he felt the tiny bundle of warmth stir restlessly against the middle of his back. The baby whimpered piteously, causing the father to flinch, and the profundity of the cargo he bore suddenly dawned on him. These people's lives—the young kid, this precious infant, all of them—were at the mercy of his ability to save them. They were his responsibility. He couldn't fail.

"Thanks," he said with a nod. "I'll be back in a jiffy for the rest of you. Hang tight."

With careful agility, Spider-Man leapt into the hallway and landed back in front of the yawning doorway. The four people he carried made him drop roughly against the floor, yet he kept his balance. In fact, the ease with which he was able to support them all was almost alarming. They felt no heavier than a couple of grocery bags slung over his shoulders and around his neck. He looked down at the barely-conscious woman he held under one arm, vaguely impressed with himself, and quickly discovered something rather odd. _The black suit,_ he realized, staring at the dark, finger-like protuberances extending out from his frame and clinging on to her body. _It's...helping me. It's helping me carry them._ Then he shook his head dismissively and focused his attention forward. Flickering tongues of fire blocked the path before him, and the people wrapped underneath both his armpits would make web-zipping over the flames very difficult. Luckily for all of them, Spider-Man had sticky feet. After giving the blackened wall a quick one-over, Peter stepped on to the sideways surface and ran all the way up to the ceiling. A few yelps of shock came from the people he carried, as well as a gasp from the teenage kid, and the baby wailed miserably against his spine. He had to get over the rift fast, or else his passengers would be cooked medium-well. Sucking in his breath, Peter sprinted across the room upside-down, the heat flaring against his body from below for only an instant, then flung himself through the shattered window. Down they all dropped towards the street, and Peter softened their fall by clumsily hooking a web on to a tall ladder and buoying everyone's weight slowly to the ground. The surrounding firemen gazed at them in shock at first, but jogged over quickly just as Peter began to relieve the load from his body. He passed the two injured women to them, who they quickly rushed into a flashing ambulance, then allowed the teenager with the baby to drop off his back, feeling the symbiote retract back against his flesh as if on command. The crowds of people watched the scene in puzzled surprise.

"You good, kid?" he asked the boy, who was coughing harshly into his shoulder. The baby cried softly in his arms, its tiny hands pawing at the air. The pair of them were caked in soot and sweat, but they appeared to be okay. Recovering somewhat, he offered him a quick nod.

"Y-yeah. I'm fine." He laid the baby against his shoulder, then ran a hand over his forehead. "Now go get my dad. Get him out of there."

Relieved, Peter turned back to face the burning building, when a hand suddenly seized him firmly by the arm.

"Stop right there, sir," a policeman growled into his face. "I don't know who the hell you are, but I can't let you go back inside. The firemen are the only one's authorized to enter the building."

The officer looked familiar, but he didn't care. Spider-Man wrenched away from him furiously. "There are people in there waiting for me to come save them. I'm going back in, and you're not going to stop me."

Peter bolted across the street and rocketed himself high on to the wall with an extra boost from some bio-cables. Stunned, the officer held a megaphone up to his lips. "Hey! Who do you think you are? _Spider_ -Man?"

Reaching the broken window, Peter turned and shot him a goofy little salute. "The one and only, chief." Then he scrambled through the opening, and the heat swallowed him once again.

Spider-Man reached the four remaining people quickly, but it wasn't fast enough. The entire stairwell was now engulfed in smoke and flames, and two of the civilians were collapsed against the ground, gasping. A woman was bent over herself, retching up dark liquid, and the father was knelt beside them, hacking painfully through the black fumes. Moving rapidly, Peter dropped in front of all the victims and gathered the old, wheezing man in his arms, the fragility of his body almost startling. He draped his limp form over his left shoulder, then slung the man and the woman over the other one. The warmth of their bodies paired with the blistering heat pouring from every direction added to Peter's slippery sweatiness, but he tried not to let it deter him. Lastly he turned to the father, whose eyes were red and watering.

"I'll follow," he assured him, motioning to the floor above. "L-lead the way."

Coughing through his mask, Peter nodded gratefully. "Alright. Come on."

They reached the escape apartment, the dad right by his side. Only now, the flames had grown much taller, almost kissing the ceiling. He could feel the people heaving strenuously against his small fame, unable to breath. _Have to get them out of here, now._ He turned to the father, who gave an understanding nod. Panting coarsely, blinking his fatigue aside, Peter unconsciously willed the black sludge to adhere the victims to his skin, then ran up on to what remained of the wall. When he thought he saw a window, Spider-Man went for it—bolting across the ceiling between the hungry tongues of fire.

The surface under his feet lurched just as he broke through the red wall, then suddenly gave out all together. A huge chunk of the ceiling ripped free, and Peter and his cargo tumbled to the ground. Cries of pain came from every direction, along with heat that felt like it was melting his skin, but Peter acted fast. With one quick roll, Spider-Man sprung off the burning floor, all passengers intact, and slipped through the window. Though less gracefully than before, they all made it back to the ground, coughing harshly and gripping their burns beneath the glaring blue lights.

"H-hey!" Peter yelled at the paramedics blinking at them disbelievingly. "Come help these guys! They're in bad shape!"

His commands refocused them, and they sprung into action. As they began strapping the injured to gurneys, securing masks around their heads, pumping their lungs with oxygen, something nudged him from behind.

"Hey! Where is he?" Peter turned to see the ashen face of the boy from before. His eyes were wide and fearful. "Where is he? Where's my dad?"

Peter glanced back at the building stupidly. "I—he—"

"You didn't save him?" he cried hysterically. "You saved everyone else and just left him up there to die?" The baby was bawling into his neck. "How _could_ you? You told me you'd save him! You _promised_ you'd save him!"

"And I will," he said instantly. A thread of webbing shot from his wrist and stuck to the dark brick, growing taut between them. In the same moment, the clicks of multiple guns being cocked made his ears prick and his spidey sense tingle.

"Freeze!"

Just to his right, in front of an army of police cars, stood five officers. The barrels of their pistols were locked on him like cold, dead eyes. So officer asshat had found himself some friends.

"We have a warrant for the arrest of the masked Avenger Spider-Man. Are you him, or something else? Stand down, or we will open fire."

Peter's voice was edged like a knife. "Are you freaking _blind?_ What is the _matter_ with all of you? Can you not see that I'm trying to save these people's lives?"

"Doesn't matter," a woman retorted coldly. "That's the fire department's job. It's our job to take you into custody."

In a sudden jolt, it struck Peter why the mustachioed man looked so familiar. Why the woman looked familiar. Why he recognized almost all of the officers who stood before him. He had seen them when he'd let Shocker get away. He'd been shot by them while fighting the Sinister Six. They weren't real policemen. They were paid off by Wilson Fisk. They were agents of Hydra.

The very second the realization dawned on him, a loud crash sounded from behind. Spider-Man whirled around to watch as flaming debris exploded from the window he had escaped from, shooting streaks of smoldering rubble into the street to bounce along the concrete. The room where he had left the father belched out of plume of deadly smoke.

"Dad! _No!"_ the boy screamed, voice raw and shrill. Spider-Man coiled the webbing around his wrist.

"I'm going," he asserted levelly, then darted across the pavement. A rain of bullets instantly followed, making his spidey sense shriek inside his head and the crowds stir in terror. His strange new agility helped him evade the attack effectively, and the shots left holes all across the wall as he dodged left, right, up, down. But when he reached the window, the sickly heat poured over him like lava, and he hesitated. In that moment, a stabbing pain blossomed in his back, just below his shoulder. Peter gasped raggedly, feeling the bullet burrow deep inside his flesh. Agony washed over his whole body, trailed quickly by a horrible numbness, but he pushed it from his mind. Gritting his teeth, Spider-Man crawled through the opening as the gunfire slowly desisted behind him.

A vicious wall of fire met him inside. The floor had caved into the next room down, creating a hellish fissure of pulsating flames separating him from where he had left the father. He was baking—bathed in sweat, soaked from head to toe. He wasn't sure if it was perspiration or blood slithering down his spine, rolling slowly over each individual vertebrae, although it was probably both. He had to get over the fault; he had to find him.

Nerving himself, Spider-Man sprung off the window frame, somersaulting right over the gaping maw of death. The fingers of fire curled around his body for an instant, toasting him like a marshmallow before he landed unkemptly on the other side. He lied there, wheezing in the thick smog, then sluggishly lifted his head.

"W-where...where are you?" he called, pushing himself on to his hands and knees. Chalky dust spilled into the abyss from overhead. "I'm here! Where are you?"

Hopelessness had begun to cloud over his soul when a weak cough to his left suddenly snapped him back. It came from just ahead, behind the burning couch. Instantly, Peter scrambled forward on all fours, and there he found a lonely man curled in a ball against the wiry carpet. He was plastered in a layer of filth, singed with bubbling blisters, barely breathing. Peter kicked the couch out of the way and wrapped his arms underneath the father's armpits.

"I'm sorry I'm late. Don't worry, though. We're getting out of here."

He began to hoist him to his feet, but the man moaned in protest. Peter ignored him at first, until a lone finger gingerly raised upright, pointing towards the ceiling. He stared at it confusedly.

"L-look...out..."

Spider-Man's gaze lifted upwards. A long, whiny creak echoed throughout the entire floor of the apartment complex, and the ceiling listed violently. Then, as his spidey sense rose to a fever pitch inside his skull, the concrete beam slanting overhead gave way, along with the rest of ceiling. Everything above began to fall towards the pair in slow motion, and Spider-Man was thrusted into frantic action. Two nets of webbing released from his wrists before it dropped on top of him, causing him to sputter out a gasp. It was incredible, unbelievable—like a semi-truck filled with cement had just landed on his body. He had never held anything so heavy before in his life. He was Atlas supporting the entire weight of the world on his scrawny shoulders, except this world was on fire. Flaming rubble tumbled down his back, red nothingness invaded his vision. His bones and muscles felt like they were about to pop. He was no longer dripping with sweat—the heat had cooked it right off his skin. The bullet in his back seemed to be gnawing through his flesh. As he stood there, hunched over and strained with the immense load hanging over his thin frame, he wondered which he would succumb to first: his strength failing him, or the heat boiling him alive.

Yet through the blinding redness, Spider-Man caught a glimpse of him. The father, balled against the ground, motionless. He had made a promise to that boy. He had to bring his father back to him. If he didn't, the son would never forgive him, and that baby would grow up never truly knowing how amazing his dad was. He couldn't let another father die, not when he could rescue him.

The weight of the ceiling suddenly didn't seem so heavy when compared to the weight of his responsibility to save this man's life. He had to get him out of here. Desperately, Spider-Man scanned across the raging wall of death, grappling for some way of escape. He could see a small hole funneled through the fire, leading to the window, but he wasn't sure he'd be fast enough to drop the burden sitting on top of him, gather up the lifeless man, and jump across the savage ravine before everything fell and crushed them both. Still, it was worth a shot.

It all happened in one quick, terrifying second. Peter bent low to the floor, grimacing feverishly, then threw the weight up with all his strength, providing them both with barely a moment to react. Like a bolt of lightning—fleet, unpredictable, yet moving with a striking sort of precision and control—Spider-Man snatched the man off the ground, dashed along the charred carpet, and flung himself over the yawning crater. He could feel the darkness descending over them, like a black wave breaching to swallow them up. Time moved sluggishly, but he moved fast.

They burst through the wall. Bricks and mortar plummeted alongside them as they dropped to the sidewalk, Peter's body enduring the brunt of the fall when they finally struck the unforgiving pavement. He was jarred, burnt, stretched to his limits, but somehow stirred with strength all at the same. A loud rumble drummed from behind him, and he scrambled to his feet with the man in his arms.

"W-what's...?" he stuttered, blinking up at the building perplexedly.

"Run! Get away from there!"

Startled, he sprinted across the sidewalk and into the street, the commotion growing louder behind him. When he reached the center, Peter spun around in awe.

The building was collapsing. Starting from the floor above the one he had escaped and up, the apartments were caving in on themselves, spewing mushrooms of smoke and fire high into the air. And it kept going—falling, falling, past the upper floors, down into the middle, all the way to the very bottom, until there was nothing left. Blazing smog rushed out from the down sight, shrouding the block in a soupy cloud, before all of it slowly began to settle. What remained of the homes to so many was a pile of jagged rubble, hissing and smoldering pathetically. The red hands flickered in Spider-Man's big, white eyes. _Damn...did I really just—?_

"Dad!"

The teenage boy tore himself away from the paramedics and ran up to him, the grime on his face striped with glistening trails. One team of firemen was blasting the ruins with water, while another followed the boy, taking the man from Peter's arms. He stared at his silent, sooty face in terror.

"Is he—is he—?"

"No," Peter reassured him, panting softly. He could hear the man's gentle heartbeat and coarse breathing. "He's okay. He's just fainted."

"Get him in the ambulance, put him on oxygen." The fireman turned to Peter, a small smile hinting along his lips. "Thank you. This man would've died without your help."

"Thank you," the teen wept piteously. Without warning, he wrapped his arms around him, causing him to flinch in surprise. "Thank you for s-saving him. Thank you so much."

Recovering, Peter smiled nervously, patting his back. "No problem, really. I had to keep my promise, didn't I?"

He nodded quickly, then pulled away, suddenly embarrassed. "Y-yeah. Sorry. I just...thank you. Thank you so much." The teen stepped back with the rest of the rescued civilians, a couple of whom Spider-Man didn't remember saving. The baby laid in the arms of a doctor, squealing. Pairs and pairs of tearful, bloodshot eyes stared at Peter from the middle of the road, overflowing with gratitude.

"You saved us," the injured woman said as gauze was wound around her foot. She blinked curiously. "Who...who are you? Really?"

Taken back a little, but at the same time amused, Peter laughed lightly, placing his hands on his hips. "What, a hero can't switch up his wardrobe a bit without his whole city not recognizing him? Maybe I'm just going through a goth phase." Dropping low to the ground, Peter leapt up on to a lamp post, all eyes following. The yellowish light from the foggy bulb and the diminishing glow from the smoldering rubble bounced off his black costume, accentuating his slender, athletic form perfectly. The white spider design stretched across his back and chest seemed to squirm and crawl with his movements, and he offered his people a dapper salute. "It's just lil' ol' me, your friendly neighborhood Spider-Man."

A murmur of surprise rippled across the crowd, and he could see the police officers huddled in their cars, frowning and hissing into their radios. He didn't want to wait around to see if they brought backup. He would deal with them later on; that is, if chopping off the head of the snake didn't eliminate them by default. Right now, he had other problems to attend to.

As Spider-Man sprung off the light pole, the flash of a camera washed over his form, blinding him for a second. There was no hiding from it now. The world had seen, and soon it would be front-page news: NEW BLACK-SUIT SPIDER-MAN: SHADY MENACE, OR DARK KNIGHT?

Dropping fast, the shadowy figure fired a bio-cable, swung above the heads of the awe-struck crowd, then whipped on to a rooftop, out of sight.

* * *

 _I can't believe it..._

He walked aimlessly across the flat surface, gripping his back.

 _I held up a building. I kept a building from collapsing for almost a solid minute. How much weight was I supporting at that moment? I've never been able to lift that much, have I? I've never been strong enough._

He watched his glossy feet shuffle forward, one in front of the other, spinning with the light of the milky moon.

 _It's the symbiote. It..._ upped _my spidey strength, somehow. My speed, too. I can feel it, all over me, saturating my body with power. I'm faster and stronger than I've ever been._

He stopped. He swallowed painfully.

 _I hate to admit it, but if I hadn't had the black suit, I...I don't think I could've saved all those people. Heck, I don't know if I could've even saved myself. I know for a fact that I couldn't have saved that man, though. The symbiote made me strong enough to hold the ceiling, fast enough to get him out of there before it was too late. That baby and that boy—without the black suit, I think they would've lost their father._

Wincing, Peter took his hand off the wound on his back. He expected it to be covered in blood, but found his palm clean.

 _Has the bleeding stopped already?_ he wondered, straining to look at the injury. For a moment, it felt like something was moving inside his flesh, which startled him a bit. Then the black sludge in the middle of his hand stirred, peeling back to reveal a small metal object. It took him a second to realize that it was a bullet.

 _What?_ he gasped in his head. _You—it took the bullet out? It took the bullet out of my back!_

Moments later, the symbiote writhed again, and a second bullet alongside a pile of spiky suture thread bubbled up from the dark slime. The objects sat innocuously in his palm, and he lifted them up to his eyes, blinking in disbelief.

"You healed me," he said aloud. He couldn't hide his shock. "All the wounds from the Sinister Six, The Kingpin. You're why I recovered so fast. You're why the bullet in my leg and the stitches in my skin were gone in the morning. Oh my gosh..."

He let the trinkets roll off his palm and drop on to the roof, listening to them bounce and ping quietly. _That's why all my burns stopped hurting so quickly. The suit must ramp up my healing factor or something! This is insane, crazy! Fisk couldn't have known this would happen. He must have thought it would kill me or hurt me or whatever, like it did with all his lab rats. No way would he have tried to bind me with the symbiote if he had known that it would make me more powerful._

Breathing slowly, Peter stared down at his hands again. They were hardly visible through the thick darkness. _But...that leads me back to the choice I still have to make. Do I let the symbiote stay, do I keep it with me, or do I get rid of it? Even with all the ways it's helped me, there's always the chance that it could be something bad, like it was in my nightmares. So, do I destroy the black monster, or let it live?_

A presence on the roof suddenly frightened him from his thoughts, and he whirled around. When he realized who it was, however, he relaxed a bit.

"Cat, you—"

"It sure takes a lot to get your attention, doesn't it?" she chuckled, wiping a smudge of soot off her forehead. "You're quite the little hero."

Peter noticed the chalky rubble dotted across her costume and in her hair, and gawked in shock. "You...you were there? You had something to do with all that?"

"If you mean dragging those low-lifes off the bottom floors while you were busy with the ones on the top, then yes, I did." She dusted her shoulder off casually. "Kids these days are heavier than they look."

"Wait...you helped _save_ them? Those other people I saw— _you_ pulled them out?"

"I'm not _that_ big of an asshole, swinger," she scoffed, rolling her eyes. "I'm a thief. I like stealing stuff. But I've never been a fan of watching people burn to death."

Peter sat, stunned for a moment. Then a grin broke across his lips.

"I knew it."

"Huh? Knew what?"

"You're not evil. You're a good person."

Black Cat giggled. "I'm a lot of things, darling. But good is not one of them."

"You are. Whether or not you admit it, you're a hero to those people. And to me."

She batted her eyes, puzzled somewhat, then turned away bashfully.

"You're helpless, spider. Absolutely helpless."

He stepped towards her quickly. "Maybe. But speaking of that, I just remembered. I really need your help with something."

She eyed him inquisitively. "And what could such a _macho man_ as yourself require of an innocent little damsel such as I?"

"Wanda. She worked for Fisk. She and her brother did; Fisk exploited their powers for his personal benefit. But she saved me, and now he's holding her prisoner somewhere, and I have no idea where." He rubbed at his neck uneasily. "You still work for him. You've got to know some of his bases, his secrets. Do you have any idea where he could be keeping her? Any at all?"

Black Cat looked a little unsettled by the fact that he was mentioning her boss by name, but quickly pushed it aside with a shiver. After a moment in thought, she stared across the urban skyline, brow furrowed slightly. Her face had grown uncharacteristically solemn, her hands noticeably restless, and she gave a hollow sigh.

"I think...I might know," she spoke hesitantly, erecting her spine as she stepped close to the edge of the rooftop. "I seriously hope I'm wrong, though. Come on, it's this way."

Hope sparked inside his chest. "Thank you, Cat. I promise I'll repay you for all you've done by whooping Fisk's ass and freeing you and everyone else from his tyranny."

She offered him a genuine smile, then slipped off the crown of the building. Spider-Man trailed eagerly behind, reaching the steep drop-off, but hesitated just before leaping after her. His eyes traced down his body once again: the large, white spider, the inky silhouette, the smooth, glossy texture. He could feel the symbiote moving sluggishly against his skin, balancing his movements, strengthening his muscles. _Am I really going to keep it? Am I really going to let this monster live off me, like some kind of parasite? Is this really the right thing to do?_

The black suit had helped him save the lives of many that day. It had saved his own life in a predicament that seemed hopeless. What if he was in a situation like that again? What if he got rid of the symbiote, then found himself unable on his own to save a hapless victim in the midst of danger, without the strength or speed to rescue them from death? What if he wasn't good enough as he was now, even with all his power? What if this was what he needed to become a new Spider-Man—the Spider-Man this world needed?

It took less than a minute for him to make his choice. Wanda needed to be saved, and he knew the suit would give him the power to do so. In one quick hop, Spider-Man vaulted over the edge, following after the thief as she approached the earth below.

In the shadows, the two black creatures crept silently through the city—monsters on a mission.

* * *

 _ **Yaaaay the black suit! I've wanted to write about it for so long, and now I finally get to! Yaaaaaay. I hope ya'll like it. If not...sorry :P Until next time, chickadees. I like the next chapter too :O**_


	17. Chapter 17

_Disclaimer: "Hi. I'm Matt. I'm a radar technician."_

 ** _So the last time I updated was before Christmas. Wow. I suck. So uh merry happy everything I've missed since then...heh. My excuses include watching Star Wars 4 times in theaters, basketball, hw, and helping clean up all the tornado damage in my area. That's Texas for yah, folks._**

 ** _Anyhoo, this chapter is also very long. There's an extra part I started writing but I decided to include in the next chapter cuz it's already so long and I'm lazy. It was kind of tedious to finish_** ** _, and contains a little more awkward :P but here it is. I hope you all like :)_**

* * *

 _Chapter 17_

"Where exactly are we headed?"

They'd been traversing the urban jungle for a while now, predominately without speaking. They didn't fancy drawing any more attention to themselves. Who knew how many of the people they passed were in cahoots with the enemy?

The dark silhouette racing far in front of him didn't lose pace. "It's just up ahead. Keep your voice down."

They reached the end of the backstreet, which fanned out on to a road separating them from a pier on the Hudson. The short dock led to a small structure poking out of the dark water. Black Cat stopped with her hand against the wall.

"There. See it?"

"Uh, no. Not really."

"That little lighthouse there, at the end of the pier."

Peter snorted. "You think Wanda is holed up inside that tiny thing? I'm getting claustrophobic just thinking about it."

"Not above the surface, no," she concurred, bright blue eyes surveying the area diligently. "But I've been told it's connected to an old facility deep underground, below bedrock of the Hudson. One of Fisk's old crime bases."

Peter felt his arms flare with goosebumps. "Ugh. Underground facility? That sounds too creepishly farfetched to be true. Where'd you even get this information from?"

"Oh, an old friend. Trust me, he wasn't lying. This girl has her ways of drawing the truth out of people." A mischievous smile pulled at the corners of her lips, and she stepped towards him, blinking softly. "You do believe me, don't you, spider?"

Peter folded a bit beneath her piercing gaze. "Well...yeah. Sure. Why else would I have followed you this whole time? You said you were going to help me."

"Perhaps I just wanted to spend more time being chased by my favorite little superhero," Black Cat purred. A single long fingernail suddenly dragged along his neck, causing him to cringe. "You're just so fun to toy with."

Peter jumped away rapidly, feeling his face burn beneath his mask. "S-stop it, will you?" he stammered, barely stifling the giggle that bubbled up in his throat. "This is serious. My friend's life is in danger."

"Oh, couldn't you indulge me, just this once?" she inquired, leaning her face startlingly close to his. "It could be for good luck. It wouldn't hurt anybody. None of your girls are even around to see." Her soft palms cupped his bright pink face, and her voice dropped into a whisper. "Come on, darling. I know you want to."

Swallowing nervously, Spider-Man grabbed her by the wrists. "Look, if you're going to be like this the whole time, I'm going in by myself. This is some crazy dangerous stuff going on here. We've gotta be focused if this is going to work."

Black Cat's smile wavered for a moment, her eyes wide and innocent, then returned with a puzzled, more authentic quality. "Damn, swinger," she laughed, pecking him on the cheek. "You're one tough nut to crack, aren't yah?"

"I'm a...what?" he stuttered, releasing her hands.

"Oh, nothing," she replied wistfully, then spun around and stepped out of the shadows into the silvery moonlight. The small area surrounding the dock appeared vacant, and she placed her hands on her hips. "In any case, I _have_ to come with you. I'm our key to slipping in and out of here with your little friend undetected. No offense, darling, but you're not much of a sweet-talker."

"I doubt sweet-talk will be much use against a bunch of Hydra goons," Peter sighed, relaxing a bit. "But if you insist."

Throwing a wink over her shoulder, Black Cat scanned the space one more time, then darted over the cement path and on to the pier. Shrugging away his unease, Spider-Man trailed close behind, slowing his steps as concrete transformed to creaky wood. Dark, sludgy waves slapped at the slimy boards beneath their feet, pulling at the thick algae clinging to the surface and causing the dock to shift and sway. The air reeked of salt and dead fish.

They reached the tiny lighthouse, though Peter didn't know if it could exactly qualify as a lighthouse; it stood only a couple feet taller than him, and the light wasn't even on.

"Of course. Why even have a lighthouse when the entire island is glowing twenty-four seven?"

"And why bother to light it, since they're trying not to draw attention?" she added. "I guess its uselessness is supposed to make it inconspicuous." She ripped off the _AUTHORIZED PERSONNEL ONLY_ sign and yanked the rusty door open, revealing the short ladder leading up to the big bulb at the top. The narrow space barely fit a single person inside. Peter vaguely wondered how The Kingpin could possibly squeeze his fat ass inside here, if he ever did.

Black Cat stepped into the lighthouse and stooped down to the floor, running her fingers along the metal panels. She slipped a small flashlight from her belt, which cast a dark purple glow when she clicked it on. After combing the black-light over the silvery surface for a few moments, her sweeping movements stilled, and she grinned. "Aha, what do we have here?" she mused. At the end of the beam was a familiar skull insignia with six curly tentacles, invisible to the naked eye. Black Cat wormed her fingers between the two panels then lifted up the plate with a grunt of effort. Underneath, Peter was shocked to discover a spiral stairwell, which swirled downwards in a seemingly endless funnel.

"Wowza. You found it so quickly. You sure know your stuff, Cat," he admitted as she slipped into the hole and grabbed the handrail.

"Breaking into places is my specialty. I suppose a life of crime _does_ pay."

"Okay. Gonna pretend I didn't hear that."

She squinted through the eerie darkness. "Looks like an awfully long way down. You ready for this, spider?"

Peter nodded quickly. "Yes ma'am. Onward to hell."

She laughed quietly at that, then sobered a little. "Hey. Listen, darling. You need to understand. This is a big gamble for me to take. If The King...if _Fisk_ finds out that I'm helping you, my father and I are goners. Normally I'm not the kind to cash in against such dangerous odds, but I'm making an exception on this one for you. Please don't take that lightly."

Spider-Man eyed her carefully. For once, he knew she wasn't just messing with him. Her words were laced with sincerity, and her eyes were sharp with fear. There was no playfulness in her tone, and he suddenly felt guilty for thinking that he was the only one risking anything by doing this.

"I won't," he told her assuredly, giving a small nod. "And thank you. Seriously."

She offered him a grateful smile, then began the dismal, tedious descent. After gathering himself, Peter followed after her, sucking in one last breath of air from the upper world. When the panel clattered shut above their heads, the chasm swallowed them in blackness.

* * *

"You said this was an old base of Fisk's, right? But what's it for? What goes on down here?"

The stairs wound in a dizzying circle. He felt Black Cat shiver below him.

"I've never actually paid it a visit myself. But from what I've heard, this is where Fisk's men mainly operate his weapon, drug, and human trafficking business. It must connect to other parts of the city. But after seizing control of Hydra, he's started using it for more theatrical affairs. Holding enemies, prisoners, torturing them."

A chill crawled up Peter's spine. This place sounded like something out of a nightmare. His hand ghosted along the bumpy, damp wall.

"Are you sure this is where they're keeping Wanda?"

After a long pause, she gave a small shrug. "I don't know. A part of me really hopes it isn't, for her sake."

When they finally reached the bottom of the staircase, Peter wilted against the railing, clutching his head with a quiet moan. Black Cat strolled up to the door and laid her fingers against the cold surface, which was barely alit by two ancient bulbs above the frame.

"Ugh...I think I might puke..." Spider-Man groaned. "Too much s-spinning. Worse than the Coney Island Cyclone after four plates of funnel cake." Groggily he lifted his gaze to where Black Cat stood. "Is this the way in? Please tell me it's the way in. I want to get in and out of here as fast as possible."

Black Cat cranked the squeaky wheel until it released a sharp _click._ The door opened with a lurch that echoed all the way up the cylindrical pillar. Harsh, artificial light poured in from the other side, causing the pair of them to wince.

"I'd assume so," she replied, squinting. "Well. Let's head in before—"

"Hey, who's there?" a husky voice suddenly called, interjecting her speech and making her stiffen. Peter froze at the bottom of the staircase, feeling his stomach grow cold. Neither of them responded.

"Hey!" it yelled again. "Answer me! I said _who's there?"_ Footsteps began drumming against the floor. Black Cat shot a look at him over her shoulder.

"Hide. _Now._ I'll handle it."

Spider-Man trusted she knew what she was doing. With one swift leap, he sprung on to the wall and stuck there securely, just above the entryway. Seconds later, the door was wrenched open all the way, spilling white light into the ghostly corridor.

"You!" the rough voice barked, although there was a sharp catch in his tone. "H-hey. Who the hell are you?"

Black Cat assumed a casually alluring position, with a hand rested lightly on one shapely hip and a playful smile coiled along her lips. "Hello, boys. How's it been, way down under?"

A second pair of footsteps sounded, slower this time, followed by an impressed whistle. "Damn, Greg. Where'd the hot chick come from?"

She swirled her finger up towards the far-off ceiling. "I'm just checking in, on the boss' orders. I'm one of The Kingpin's special agents. My business with him is classified, but I _can_ say that he called me because Hydra has procured a fresh set of weapons and toys for me to stock up on for my missions. Normally I'd come through one of the more discreet entrances, but I happened to be in the neighborhood." She batted her long eyelashes innocuously. "So then, would you two mind stepping aside so I could get through? I'm in a _terrible_ rush."

"You're one of The Kingpin's?" the first Hydra goon gawked. "Damn. That guy get's all the perks."

"Yeah," the second agreed. A wickedly teasing air had gripped his demanding voice. "Geez. Such a lovely girl like yourself must get tired of having to please lard-ass on a daily basis. You should take a break and be our 'special agent' for a spell."

Black Cat giggled vacuously. "Tempting, I admit. But unfortunately I must be on my way. The boss is expecting me in Weapons Division, pronto."

Peter expected them to give in and let the pretty lady through, seeing that Black Cat always seemed to get her way with everything. But instead, after exchanging a look, the two men stepped through the doorway into the narrow passage. Their thick, robust bodies finally came into Spider-Man's overhead view, suddenly contrasted against Black Cat's thin frame. They seemed to tower over her as they stood blocking the entrance.

"Ah, but didn't you hear? Mr. Kingpin isn't due back at base until tomorrow morning."

"Until then, the three of us can do whatever we please. It's not like there's anything better to do in this damn post. And since all the pretty girls were bought off and shipped away, it's been awfully lonely around here." He grinned, shutting the door behind them, which clanged boisterously. "So how 'bout it, kitty-cat?"

Cat's poised demeanor had been noticeably shaken. Her hands were taut are her sides, body stiff, smile drawn into a rigid line. Though her voice remained dominant, it had become deadly serious.

"Listen, you two. I'm going in there, _right now._ I don't have time to entertain a couple of ugly sleaze-balls who don't know how to do their jobs. If you try to stop me, I'll be happy to let The Kingpin know exactly who made me late to our meeting."

Still they advanced towards her, unhindered. "Was that a threat? 'Cause I'm not intimidated. No need to be so cold, little lady. We just want to have some fun."

"And besides, when we're through with you, I doubt you'll have much voice left for tattling."

The two of them suddenly lunged at her like lions on a carcass. Black Cat's facade instantly shattered, and the true claws came out. The dark-clad thief swung her fist against the first attacker's jaw, catching him off guard and causing him to totter back on his heels. The second was rewarded with a kick to the nose, which sent blood gushing down his face. Peter could barely contain his laughter as he observed the scene from above. These guys were such idiots. The man stumbled slightly, blinking in shock, then gritted his teeth ferociously.

"W-what the hell?" he spat, wiping his lips. "You're getting it now, freak!"

One Hydra goon gunned straight at her, but Cat dodged to the left and raked her nails across his cheek as he flew by. The other agent, however, managed to tackle her at the waist as she was distracted. Her back slammed against the railing, and she hissed in pain. As he gripped her by the shoulders, Black Cat pulled her knee against her chest and kicked him hard in the stomach, following with a harsh punch to his eye. The man fell flat on his butt, moaning miserably. She lifted off the rail with a huff, rubbing at her torso, right as an arm materialized from behind and seized her in a chokehold.

"Gotcha," he growled in her ear. "Why don't you take a little catnap?"

Cat clawed at his arm feverishly, eyes wide as she gulped at the stale air. She swung her elbow back and jarred him in the head, but his grip didn't cease. After a few more moments of fruitless struggling, Black Cat's face contorted with rage. Opening her mouth and straining her neck, she fitted her jaw around the goon's forearm and bit down as hard as she could. The man released a wail of agony as blood seeped from his flesh and stained Cat's teeth a sickening pink. But right when Peter was positive he was going to break his hold, the agent on the floor bolted up and slugged Cat across the mouth, making her gasp in pain and tear her teeth from his friend's arm. He grabbed her wrists and pinned them firmly against the wall, the gritty stone carving into the back of her hands. The thick bicep curled around her throat continued suffocating the life from her lungs, and the meathooks restraining her arms made her unable to stop it. With a sudden rush of terror, Black Cat realized how desperate her situation had become. She was helpless to save herself.

"That's more like it," the Hydra goon in front laughed into her face, his breath hot and horrible against her skin. Beads of sweat slipped down her purpling cheeks. "You should've been nicer, darling. We were planning to go easy on you. But seeing that you prefer things cruel and rough, we'll give you healthy dose of your own medicine."

Choking distraughtly, Cat lifted her gaze to where Spider-Man sat high above. With one look at her wide, bloodshot eyes, Peter was struck with sudden disbelief. _Holy crap. She needs my help!_ He didn't know why he hadn't realized it sooner. He thought she'd be able to wreck these guys, no sweat. She must've thought so too, or maybe hoped so. But no matter. It was now his job to amend for their ignorance.

Injected with adrenaline, Spider-Man rocketed off the wall, seized the first man by the back of his collar, and flung across the room, where he collided with the door and collapsed face-first into the ground. In the following instant, before goon number two could even utter a gasp, Peter fired identical lines of webbing on either side of his face and zipped himself straight towards him. His knee slammed square between his eyes, causing the man's head to snap back against the stone. As Spider-Man landed swiftly on his feet, the Hydra agent's arm fell from Cat's throat, and he teetered on his toes before crumpling to the cold floor, limbs splayed flat and still. Peter winced for a second and rubbed at his back, which was still aching from when he'd been shot. But as soon as the man was down alongside his friend, Spider-Man pushed the pain aside and rushed to Black Cat's aid. She was pressed against the wall, gagging.

"Cat?" he said fearfully. He eased up to her, unsure what to do. With one hand she gripped just below her throat, and with the other she steadied herself against the coarse stone. Her neck was marred with bluish-red splotches. Harsh, raspy coughs burst from her lips. "Hey, uh, just take it easy," he tried to comfort her, standing a short distance away. "I'm sorry. That was my bad. I should've helped earlier. I thought you wanted...well, never mind. Just try to steady your breathing. Slow, deep breaths."

He waited patiently as she fought to recover. After a few minutes, her ragged gasping had subsided into quiet panting. She dropped her head back against the wall, eyes closed as she swallowed painfully. Peter stood upright beside her, rubbing at his arm.

"Are you...are you okay now?" he asked tentatively. "It's okay if you're not. Don't stress. Take your time. I mean, really, if you need to go back up, I can probably handle the rest of this by myse—"

"Shut _up,"_ she interrupted him suddenly, causing Peter to flinch. With effort she pushed herself off the wall, massaging her throat while grimacing sorely. "I'm f-fine."

"Really?" he ventured as she shoved past him. "I mean, I know you're tough and all, but that looks pretty bad." He scratched the side of his head. "And, uh, you're bleeding."

Frowning, Cat dabbed at her busted lip, cursed, then smeared it across her face with the back of her hand. "I told you, I'm fine," she asserted again fiercely. She stopped when she was beside one of the two Hydra thugs who was sprawled on the floor. Her shoulders were broad and rigid, hands balled into fists.

Peter's gaze wandered uncomfortably around the room. "Well, uh...if you're positive you're alright, then we should probably head inside before—"

"Disgusting _pigs!"_ Black Cat suddenly screamed. In the same moment, she swung her foot hard against the man's temple, causing a tremor to quake across his motionless body. Peter flinched with a start. "Sickening, repulsive assholes!" She kicked him again, harder, gritting her teeth. "Trash! The both of you! Absolute trash!" A bloody, purple bruise was forming on the side of his head, growing larger and darker with every blow, and after coming to his senses, Peter rushed forward.

"C-Cat! Stop! What are you doing?"

"You're grotesque! You're _filth!"_ She kicked him in the mouth, sending shards of teeth bouncing along the floor, jagged and bloody. Her foot cocked back to deliver another devastating hit, but Peter grabbed her before she could, holding her back.

"Cut it out! They're already down! You're going to kill him!"

"Let me go!" she screeched loudly, struggling against his powerful grip. He felt her claws dig into his arms. "They deserve it! They're _awful!_ They're _sick!"_

"Stop it!" he begged earnestly, grimacing as her nails bit into his skin. "This isn't you, Cat! You're not a murderer! Don't stoop to their level. You're better than that! You're better than _them."_

She continued to fight him, but her attempts were pitiful. He could feel her shaking against his body, heartbeat wild and ravenous. He thought at any moment now her claws would reach his bone. Blood was spattering quietly at their feet. "They're monsters! Don't you get it? Evil, inhuman, _bastards!"_ Her voice broke suddenly, quivering. Her spiteful quaking had slowed to a feeble shiver. She stopped squirming. For a long time, she just hung there, gazing hollowly at the two men collapsed in front of her. Harsh, strenuous breaths tore from her throat. Then he felt her fall heavily against him, limp, defeated. Her nails withdrew from his flesh, and soft, tiny droplets began to fall on his arm. "Y-you...you don't understand. The things they've done, the things they _want_ to do! You could never understand..."

Realizing she was no longer intent on maiming the man, Peter sighed relievedly and carefully placed her feet back on the floor. But right as he released her, Cat fell to her knees. This startled him, but not nearly as much as the tears he noticed welling in her eyes and dripping down her face. Her bright blue irises had grown haunted with pain, and her cheeks were ghostly pale. Trembling, she buried her face in her hands, crying quietly at Peter's feet. Her small frame, withered and fallen as it was, looked more fragile than ever. Peter stood over her in stunned silence, blinking his eyes as he stared down at the weeping girl and glanced about the room nervously. This was not at all the Black Cat he was used to. He had never seen this side of the confident, snarky, badass burglar before. He hadn't thought she was capable of such crude, tender emotion. Sometimes he forgot that behind the exotic costumes and colorful personalities, all the characters he'd encountered thus far were human at their core—flawed, damaged, broken. _People,_ with real feelings, real fears. There was more to them than what they sought to portray. Funny, he thought. Shouldn't he understand that fallacy better than anyone?

Swallowing his discomfort, Spider-Man walked around Cat's crumpled form and slowly knelt down in front of her. After a moment of hesitation, he laid his hand gently against her arm, trying to be comforting.

"Hey, don't cry. Please don't cry. It's okay. It's—well, I don't know. I mean, no, I don't really understand. But clearly it's very serious to you, which makes it my problem, too." He looked over his shoulder at the two men on the floor. "These guys. Did they...do something bad to you? I mean, I know they were punching you and stuff, but, uh, is there something else that they—?"

"It's not just them," she whispered through her fingers, voice muffled. She took her hands from her face and rubbed at her eyes, sniffling. "It's everyone. _All_ of you. Your entire damn species. You're all the same."

He lifted his hand from her arm. "All of us? Who's 'us'?"

"You. You _men._ You're all disgusting."

Peter blinked. _Oh. Uh..._

"Deep down, you're all just sick, twisted monsters lusting after the same thing."

He sat back, scratching at his neck uneasily. "That's, uh...a bit of a harsh generalization, don't you think?"

"No, it's not," she retaliated coldly. She rubbed at her throat a little before wiping her eyes with her sleeves, then pushed herself up to her feet. Peter quickly followed, wanting still to help but uncertain how. With raw bitterness, she shouldered past him, purposely stepping on one of the men's chests as she marched across the small room. "Just forget it. You're too much of an idiot to understand the truth."

Peter frowned offendedly behind his jet-black mask. "Hey. Now that was uncalled for. I'm just vying for a little leeway on all these accusations you're flinging at my...uh, 'species'. If you ask me, you're the one who's blind to reality, misandrist. I mean, considering how you've acted around me since the day we met, all this sudden hatred towards men isn't making any sense." His hands fell to his sides. "Seriously, what upset you enough to make you want to kill these guys like that? Just... _help_ me understand, so I can help you."

Black Cat's callused mask had reformed. Without answering, she opened the door again with a few hardy cranks, exposing their eyes to the white light once more. Her slender form stood silhouetted in the entryway, stiff and defensive.

"We're wasting time. If you want to save your friend, we need to go now."

Then she stepped through the opening and out of sight. Peter watched her disappear, then sighed irritably. He hated problems like this, ones that he was helpless to fix. Being able to punch and web-zip your way out of predicaments was one thing, but this was entirely different. In a way, it reminded him of his little nightmare issue. An internal turmoil, a mental tick. For a moment, he understood Cap's frustration with him back at the tower. These problems were things that needed to be talked over. If left to rot and fester inside oneself, deadly consequences were likely to follow. But unlike him, Peter would listen to everything she'd say and try to help her deal with it, instead of writing her off as some psychopath and abandoning her in her time of need.

Unfortunately, Cat didn't seem to be in a very talkative mood right now. He supposed he'd just have to wait until later, once they had rescued Wanda and escaped this rathole.

After sealing the two men down with a few coats of black webbing, Peter rubbed at his arms intently, surprised at how fast the claw wounds were already healing, then walked through the entrance after Black Cat, pulling the door shut quietly behind him.

The room inside was bright and small, nothing more than a square block separating the odd entryway from the main facility. Three doors stared back at them from the opposite wall, likely fanning out into different areas of the base. The unwelcoming chairs scattered around the single table to their left were vacant, and the camera on the ceiling was off, but he squirted it with a couple layers of web-fluid just in case. Overall, it wasn't very impressive.

Across the room, Cat was peering through a tiny window on one of the doors. "Dammit," he heard her hiss, and she stepped back with her shoulders against the wall.

"What is it?" Spider-Man asked in a small voice.

"The hallways in here," she explained, "they're super narrow and jam-packed. People everywhere. There's not a chance in hell we'll be sneaking through that mess unnoticed. You especially."

Peter glanced around their small safe room pointedly. "Well...are there any air vents connecting the rooms together? There's got to be something like that. An underground base needs fresh air filtering through it from the surface so people don't suffocate down here."

"Yeah, I thought the same," she agreed, motioning with her chin up at the ceiling, "but judging from the size of the one in here, I don't think that's an option. Unless either of us can squeeze our asses through a hole that looks about a foot in diameter, that route is off the table."

Peter followed her gaze to the ventilation shaft above their heads, then set his jaw. "Oh. Gotcha." Guess his usual mode of incognito transport was out for this one. He surveyed the small room once more, spinning all the way around. He checked again, and again, and again, then, sharply, was struck with sudden panic. There was nothing. No other way in, no other way out. The skinny hallways flowing with enemy traffic were the only traversable paths to where Wanda was likely being held. They had to get through the facility _directly_ —but how? It was hopeless. Peter palmed his forehead, distraught. "Damn. This isn't good. Wanda, she's—she's waiting for us. _Counting_ on us. What do we do? What _can_ we do?"

"Relax, spider," Cat reassured him, the playful spirit in her voice gradually returning. He hoped that meant she had forgiven him and overcome whatever spazz-attack had seized her just minutes ago. She strolled past his stagnant form to a closet in the corner. She popped it open, rummaged through the contents hanging inside, then tore a set from the rack and flung it straight at him. Peter caught the separates in a jumble, startled.

"H-hey! What are—?"

"Put that on. I'll do the same." With no warning whatsoever, Black Cat slipped out of her ebony skin-suit with one easy movement and tossed it aside. Peter whirled around so fast he nearly tripped.

"C- _Cat!_ What the heck are you _doing?"_ He hid his eyes with his hand like a kid watching a scary movie, feeling his face flush hot with color. Black Cat shrugged casually, unable to keep herself from giggling.

"What? This is how we're getting inside. These are the latest looks trending among Hydra agents nowadays. We're going undercover—hiding in plain sight." She pulled the dark green pants to her waist and snaked her arms into the matching overcoat, frowning distastefully. "They've never had much fashion sense, despite how long they've been around. Tragic, really."

"That's not what I meant," Peter murmured under his breath, shoulders hunched. Regathering himself, he shook his head and focused his attention on his own ugly uniform. It was swamp green, nearly black, made of thick, itchy cotton, with a strappy brown-leather vest to go on top. Included also were tall boots and a round helmet that covered everything except the wearer's mouth and nose. He unclipped the helmet from the rest of the outfit and looked it over curiously, wondering where Hydra's keenness to green had originated.

"There. What do you think? Convincing enough?"

Peter turned to find Cat fully dressed in the Hydra uniform. She made it look far better than anyone else could. The bug-like goggle lenses stared back at him lifelessly, and her long hair was tucked neatly inside the helmet, out of sight. Her lips still hinted a pinkish glow from the gloss she'd lost during her brawl with the assholes.

"Start walking and talking like you have a stick up your butt, and you're golden."

She snorted amusedly, shoving her discarded costume into her pocket. "Thanks. Your turn, hot shot."

Peter grimaced, staring off to the side. There wasn't much privacy in this tiny room. "Okay, but...you have to turn around. I've got an identity to protect, and I'm—"

"Insecure and adorable. Gotcha." She spun to face away from him, flagrantly laying her palm over her face and clearly smiling. Not his exact thoughts, but Peter simply sighed, not wanting to discuss this further, and turned towards the blank wall. He stepped into the pants, squirmed inside the heavy overcoat, and secured the vest over his shoulders and around his waist. On went the boots and a pair of black gloves, but just before he finished the look off with the helmet, Peter realized the black symbiote suit was still on him. The parts of his face that were exposed would show that he was wearing a mask, which would likely rouse suspicion in those who saw him. How was he going to get it off? Wondering if he could just take it off his head like a regular mask, he reached up to the back of his hairline.

Just before he could grab it, however, the black slime stirred and began peeling back from his skin. Starting at the top of his scalp, the symbiote retreated down his face and neck, quickly and deliberately, until his head was left entirely uncovered. The rest of his body remained shrouded in the living costume, exactly as he had planned to assemble. It was as if the symbiote had read his mind and carried out his desires. _Whoa,_ he thought, gripping the red mask no longer hidden beneath the black ooze and slowly slipping it off his head. _That's...uh...cool. Wow. You're a lot handier than I expected._

He wasn't positive it was real, but Peter swore he felt the suit ripple with delight along his spine.

Satisfied, Spider-Man tucked the mask into one of his baggy pockets and squeezed his head inside the helmet. After clipping the straps together under his chin, he walked over to the glass table and stared down at his reflection, frowning. This costume seemed more for show than practicality; the goggles gave everything a blurry red tint, and he felt stiff, restricted. He remembered now why he had chosen to make his predominantly out of spandex.

"These are awful. If the maniacal fascism doesn't steer people from working for Hydra, having to wear this crap certainly should."

"I like them," Cat said, bopping him lightly on the nose. "I get to see Spidey's pretty little lips. It's a shame your mask has to hide them all the time."

Peter blushed a bit knowing that part of his face was exposed—which sucked, because now he knew she could see it. Already he was missing the isolation his mask provided him from the outside world. He took a small step backwards. "You're crazy bipolar, you know that? One minute you're trying to kill a dude while cursing all of mankind, the next you're back to being super weird and flirty. Is this a normal thing for you, or—?"

"Make sure you spike the collar up, though," she continued without missing a beat, pulling at the leather around his neck. "Hydra's foot soldiers are the only ones required to wear these uniforms anymore. We've got to look exactly like they do so we don't draw attention to ourselves."

He sighed dismissively. "Whatever. So, which way are we headed? There's three different doors to choose from."

Cat turned, walked back out the way they'd entered, then returned with two white cards between her fingers. She handed him one as she strolled by, examining the three routes discernibly.

"I'm guessing this way's our best bet. If not, we'll just tromp around the whole joint until we find the right one. All of the different sections are likely interconnected."

"And I'm guessing these are our tickets in and out of those sections?" he asked, waving the small pass in front of his face. It was completely blank, probably for security reasons, in case one was discovered in the world above.

"Hopefully. Now stand up straight and keep your mouth shut. We're going in."

She slipped her keycard through the scanner, and the machine gave a satisfied _click._ As Cat carefully pushed the door open, Peter tensed and stepped closer to her, remembering suddenly how dangerous all of this was and how much he hated having to operate covertly. He preferred a direct fight, out in the open, none of this sneaky, stressful, undercover mess. But it was their best bet at saving his friend.

They entered the hallway. There were people everywhere, rushing about distractedly. He was shocked by how many there were. An air of productivity and fear hung throughout the narrow passage. The majority of the workers looked like rats and thugs dragged off the street, dressed in stained jeans and raggedy jackets, with only one or two far ahead adorned similarly in their signature Hydra attire. Guess that's what happened when you combined a crime lord's business with a Nazi organization's.

Without hesitation, Cat began marching through the crowd, bold and stern. Swallowing his jumpiness, Peter trailed just behind her, trying to imitate her confident march. As they walked, men and women of all sorts brushed past them hurriedly, most paying them no more than a quick sideways glance. Many had weapons strung casually round their waists or balanced in their hands. One of them looked just like the tranquilizer gun the phony S.H.I.E.L.D. agents aboard the Helicarrier had used to try to stun and capture him with. Others looked new and far more lethal.

There was lots of mulling conversation. Though it was mixed and relatively quiet, Peter's sensitive ears could catch small snippets as he passed people by. A pair of women's hushed exchange stuck out to him among the garble. "Did you hear?" one said. "Yeah," the other replied, "Spider-Man's dead. Not sure if it's true or just a rumor though." Even after they had passed, he continued to eavesdrop.

"Wow. Can't believe he actually did it."

"I heard The Kingpin tore him apart with his bare hands."

"Really? I heard he burned to death in a warehouse fire."

There was a pause. He thought maybe they were out of range now. But the familiar voices returned, and he managed to catch a few more words of their inconspicuous chat.

"Well, with Spider-Man out of the picture now, what's The Kingpin's play?"

"No one's positive. But considering the armada he's working to build, I'll bet he's planning on taking out the rest of the Avengers next."

Then they were gone, tangible no longer. But he had heard enough. _So Fisk thinks I'm dead,_ he gathered, _and now the rest of Hydra._ _He must've given up on the whole 'turn Spidey into a Trojan Horse' plan since I'm dead and turned to funding a full-scale army or creating deadly weapons or whatever in order to destroy the Avengers. Makes sense, although I doubt they have enough men to scrounge up for a sizable ambush after all those busts. And that seems too straight-forward of him, too predictable and obvious, but I can't pin it down. What could The Kingpin's true plan be...?_

"Quit stepping on my heel," Cat suddenly hissed over her shoulder, dragging him back from his thoughts. She stopped abruptly, causing him to bump into her back as she glanced left and right, then briskly turned the corner. Peter sped a little too quickly after her, jerky and feverish beneath the itchy uniform. He felt like a lamb parading through a pack of ravenous wolves with nothing but an over-confident cat leading the way. A few darting eyes flashed his way suspiciously, and he forced his steps to slow. _Get it together, Parker!_ he scolded himself, inhaling a shaky breath and releasing it steadily. _You've done this kind of thing before, remember? First the Helicarrier, then Oscorp's underground base. Sure, you might've been drugged-up and peppered with bullet holes on one occasion and severely annoyed by a certain Merc' with a Mouth during the other, but in the end you got the missions done. And you didn't even have a disguise then! You can handle this. Just be cool._

They passed through multiple rooms. Some were empty, some were full, some looked like workrooms, others looked like labs. Everything appeared as though it was hastily assembled, with little expense going toward design or quality. After what felt like hours of weaving through the labyrinthian maze, hearts pounding and movements stiff beneath the glares of passing enemies, Cat randomly scuttled to a halt in front of a chrome door on their left. Peter stopped behind her as she examined the small panel beside the entrance carefully.

 _"Prisoner Containment Chambers,"_ she read, squinting her eyes behind her goggles. "Took us long enough. There are two different levels to this section."

"You think this is where they're holding her?" Spider-Man asked quietly. Black Cat whipped out her keycard and swiped it through the scanner.

"If she's not in here, she's not in this facility. So let's hope so."

Checking once more to make sure no one was wary of them, Cat opened the door and strode inside. Peter followed expectantly after, only to be startled by the two loud voices conversing inside.

"She won't talk, no matter what we do. I dunno, hun. Maybe we should try—"

The man's words cut off sharply right as the two costumed figures stepped into the room. The pair of Hydra goons turned towards them, causing Cat and Spider-Man to stop dead in their tracks.

"Hey. What are you two doing in here?" the man with the bushy mustache asked coldly, dark eyes switching between them.

"No pesky enlistees are allowed in this area. You should know that. Get out."

Peter was sweating bullets beneath his helmet, grasping desperately for some plausible excuse to run by them, but Cat beat him to it. "We're...uh...here to interrogate the prisoner. The 'traitor', as he put it. Direct orders from the big guy."

The woman raised her eyebrows. "What? You're telling me The Kingpin himself sent two random privates down here to interrogate his most stubborn and valuable captive—to do our work for us? That's ridiculous."

"I'm one of his personal assistants," Cat recovered smoothly. "I do undercover work for him. He knows well enough that I can get people to tell me what he needs to know. You two clearly haven't been successful with the prisoner thus far, so he's decided to employ someone more suitable to the job." Every word she spoke exuded confidence. Peter couldn't help but be impressed.

"Uh...well," the man murmured, clearly offended, "why hasn't he ever told us about you? We're some of his most trusted associates. And if you're as high up as you claim to be, why are you wearing private uniforms?"

"Oh, don't flatter yourselves. The boss prefers to keep his classified business _classified,_ in case that wasn't obvious, especially from those who overestimate their positions. What's the point of calling yourself 'undercover' if everyone knows about it? Down here, in these awful getups, we're invisible to the lot of you, which is exactly how we like it."

The two Hydra employees were very taken back. After exchanging a troubled look, both of their eyes suddenly shifted to Peter. "Who're you, then? Why are you with her?"

Gulping dryly, Spider-Man stood up straight at her side. "I'm, er, accompanying her. During the interrogation. She, uh—she can sometimes get a little too rough with her clients, y'know, and this one is particularly valuable to The Kingpin. He assigned me to be present as she works to make certain the prisoner isn't killed in the process."

Cat glanced his way, barely suppressing the sly smile that pulled at her lips, before marching forward adamantly. "There. Happy? Now step aside. We've wasted enough time pacifying you morons as is, and I doubt the boss will be too fond to hear about who's kept us from carrying out his demands."

After hesitating a moment longer, drops of sweat beading down their faces, the mustachioed man finally caved. "N-no. That won't be necessary. Go on ahead, please. We apologize for the misunderstanding."

He typed a code into the pad, and the lock sprung free with a _click._ Inward the white door swung, revealing a dark hallway on the other side. The two Hydra workers stepped aside for them to pass.

"She's in the last cell on the left, isolated off from the rest of them. We ended our session with her not fifteen minutes ago, so maybe she's softened up enough for you two to finally make her crack."

 _The rest of them?_ Peter thought to himself. _Who else besides Wanda are they holding captive down here?_ Then Cat trooped forward, and Peter followed quickly after, filing between the pair of self-conscious Hydra employees towards their destination. As they passed through the intimidating doorway, Peter released a slow breath of relief, amazed that they had made it this far without being detected. Then, just as his foot trespassed into the ominous hall, a hand suddenly seized him by the wrist, and all of his elation crumbled.

"Hey," the woman said. "Wait a minute." Her bony fingers dug into his skin, keeping him from taking another step farther. Peter's heart throbbed with panic. His gaze locked with Cat's, and though the goggles hid her eyes, he could tell she shared his poignant fear. He could feel the Hydra agent's glare boring into the back of his head, and he slowly turned to face her. _She knows_ , he thought frightfully. _She knows we're not Hydra. She's found out somehow!_ His body was rigid, defensive, poised to react at any moment. _What do I do? Attack her, play dumb, web the both of them to the ceiling? Crap! This isn't good!_ The cold, stony eyes leered back into his, and Peter prepared to strike.

Then, reaching around to her hip, the woman pulled a long, thin stick from her belt and held it out to him by the grip. Peter stared down at it, puzzled. "Here, take this," she told him. "It's a repurposed cattle prod. It packs quite a punch, but it's non-lethal, as long as you don't overdo it." He watched her press it into his palm. Stunned, but not wanting to look it, Peter took it from her warily. It was light and menacing in his hand. "Sometimes she can be too dangerous to get close to," she explained. "You can use that to interrogate her with from a comfortable distance."

Realizing she hadn't discovered the truth, incredible relief flooded through him. But a sick feeling twisted in his stomach as he held the cruel weapon in his fist. _They've been using this to torture Wanda. Oh gosh. This, and who knows what else? They're...barbaric. Terrible. I can't believe she's held out this long._ His eyes drilled daggers into the woman, and an urge to slug her across the mouth befell him. He could see it in her cloudy pupils—she had hurt his friend, and he wanted to make her pay. And yet, behind the callused savagery, the woman's eyes were shadowed with terror. She was being forced to do it. The Kingpin was controlling them, just like the rest of his pawns. She didn't want to hurt people. She was doing it to protect her own life, or perhaps the life of a loved one. She found no pleasure in her work. He understood now: they weren't mad that he and Cat were stepping in to do their job for them; they were afraid it meant The Kingpin was displeased with them and preparing to terminate their lives. Spider-Man's gloved fingers held the cattle prod sternly at his side.

"Th-thank you," he finally replied. He tried to drain all emotion from his voice, but his words were edged like steel. Then he turned and strode into the prison ward, Cat following at his side. The doors were shut behind them, sending echoes howling through the hallway.

"Nice work, spider," she complimented him quietly, breaking her icy facade. "You're more clever than your silly quips let on."

Peter released a shivery breath. "Don't dis the quips, sister. They're probably my only means to maintaining this hero gig for as long as I have. But when the quippage rolls and good looks don't work their usual magic, I can handle myself. I've got an IQ of 145 and years of excuse-making practice to bank off of."

Cat giggled, walking ahead of him. "Well, don't get cocky on me. For a minute there, I really thought you were going to give us away."

"That's me. Always keeping everyone on their toes." He ran his hand across his mouth restlessly. "So, just up ahead?"

She nodded, about five paces in front of him. "Yep. I hope these keycards will work on the door." She walked by the first line of bars, and there was a sudden catch in her steps. She slowed to a stop, glancing left and right, eyes widening. "Oh gosh," he heard her whisper.

"What?" Peter asked, catching up to her. It occurred to him at that moment that there were cells on either side of them, lining both walls all that way down the hall. The sound of hushed conversation and racing heartbeats met his sensitive ears. Once he reached Black Cat's side, his breath caught in his throat. There were people in the cages. Tons of people—around twenty per tiny room. The majority of them looked young, mainly women. All looked terrified. Some were whispering fearfully to each other, going silent when they noticed the two Hydra soldiers in their presence, dilated pupils trained on the long device in his hand. Others were huddled in the corners, motionless, eyes wet with tears. Many were crowded in the middle, for there was hardly enough room for them to all sit at once. They looked dirty, underfed, abused. The hallway smelled of sweat and urine.

"W-what is this?" Peter said softly, voice raw with horror. "Why are all these girls being kept prisoner down here?"

"They're probably all the people Fisk's men have kidnapped and are trafficking for profit," Cat explained despondently. "I told you before that this is their main base of operation."

A woman was pressed against the bars of a cage farther down, wailing in agony as a younger girl tried to quiet her. Her hands looked like twigs clothed in tissue paper as they gripped the thick beams frailly. In the cell to their right, a small boy was weeping while a little girl clung to him. Their eyes were sunken in and rimmed with dark circles. They may have been siblings; they might not have. Many weak voices were crying out for water or food that was clearly not to come.

"Come on, spider," Cat suddenly whispered, grabbing his hand and giving it a gentle tug. "Your friend should be behind that door down there."

Peter's feet began slowly dragging forwards, led by the careful fingers curled around his knuckles, but his gaze remained locked on the suffering people surrounding him on all sides. Budding, innocent humans, caged like animals, stolen from their homes and families, the only futures awaiting them being enslavement or death. The hundreds of eyes of the anguished captives were gazing into his soul—hollow, desperate, pleading. He couldn't take it. Right in the center of the hallway, he trudged to a stop.

"Cat," he stammered, staring at a young lady collapsed against the floor. "We've...got to help them."

Black Cat exhaled strenuously. "Please don't. You know we can't."

"We can't just leave them here. They'll die if we don't save them, or worse."

"There's nothing we can do for them right now. Your friend is the one we need to help."

The cries of fear and pain flooding from every direction were unbearable. Peter leaned his weight against the wall, eyes squeezed shut.

"Listen to them! They need our help! I can't—I can't just abandon them like this!"

Cat turned sharply to face him, teeth gritted and muscles coiled. She seized him by the arm and shoved him harshly against the bars. "Don't make me be the bad guy here! I know they need our help, and I want to help them just as much as you do. But we can't! You know there's no way we could possibly sneak this many people out of here without being discovered and you and me being exposed. Stop being so altruistic that you don't think rationally. We came here to save your friend, and that's what we're going to do!"

Peter knew she was right. Peter knew the two of them alone could do nothing for all of these poor prisoners, but he couldn't stand it. He felt helpless, heartless—deserting innocent victims when they needed him most. He palmed his face in one of his black gloves miserably.

"We can't...we can't leave them," he whispered once more. His eyes were desolate behind the soulless goggles. Then a hand reached up and gripped his shoulder, firm but comforting.

"And we won't. Alright? We'll come back for them. Once we get ourselves and Wanda out of here safely, we'll come up with a new plan to save them all. Maybe you can get some help from your Avenger friends." Her voice hardened. "But right now, we're going to do what we came here for. If we sit here and mope about who we can't rescue, we'll miss the chance to rescue the one who we _can."_ She gave his arm a light tug. "Let's go save your friend, okay?"

Peter swallowed laboriously. He hated having to ignore his heart and listen to his big dumb brain, but it was the right thing to do—the only thing to do. They didn't have a chance of freeing these people now. He was letting his emotions cloud his judgment. He had to be sensible about this. _We'll come back for them,_ he told himself adamantly, lifting off the wall. _We will. We will save them. But at the right time, with the right strategy._

Finally he heaved a heavy sigh. "Y-yeah. Okay. You're right. Let's go."

She smiled sadly at him, then turned back toward their destination. They trespassed the remainder of the harrowing corridor in pallid silence, eyes locked stiffly ahead. Peter couldn't make himself look at the suffering prisoners anymore, lest he crumble beneath their haunted gazes again, but their piteous cries continued to pierce his ears like daggers. Footsteps resonating off the ceiling like ghostly applause, they reached the steel door.

"Little Hydra thingamajig, don't fail me now," Cat prayed, kissing her white card for luck. Then she slipped it through the key slot. After a long, tense moment, the pair were blessed with the satisfying _click_ of the lock unlatching. They were in. Cat puffed out her cheeks and curled her fingers around the handle.

"Wait," Spider-Man said, grabbing her hand. "Let me go in alone. She doesn't know you. You could scare her."

After studying him for a moment, Cat shrugged. "Alright. I'll stand guard, try to scope out an escape route. Don't take forever, though."

He nodded, and she stepped back. He prepared himself for whatever was to come. Peter sucked in a breath, gripped the handle nervously, then gave it a turn and entered the room.

A tiny, cube-like cell. White walls, white floor, white ceiling. A trough in one corner, brimming with sludgy liquid that looked days old, untouched. A bucket in the other, the kind you'd see a child collect bugs or berries with. Everything about the room seemed sterile. Almost dreamlike.

Everything except for the girl. She was like a stain on a blanket of pure white snow. She sat in the middle of the cell with her hands and feet fettered to the floor. Her face was hidden behind a curtain of matted, wavy hair. The skin that was visible through the slashes in her clothes and on her legs and arms was marred with purpling bruises, jagged cuts, angry burns. The ground surrounding her was spattered with dark red droplets.

Peter stepped all the way into the room, mouth slightly agape. _Oh no. Wanda. What have they done to you?_ He was relieved to have finally found her, but not like this. She looked an absolute mess, defeated. On her head was some kind of helmet, which appeared heavy and restraining. He assumed it was meant to keep her from using her powers. He shut the door behind him, and the noise caused the girl stir. A shiver rippled through her body.

"B-back...so soon?" she croaked out, face remaining downcast. She was trying to sound suave and mocking, but her voice was laced with pain and fear. "You will surely...k-kill me this time."

Cut to his core, Peter rushed to her, throwing the cattle prod to the ground. "Wanda, it's okay. I'm here to save you." He grabbed the chains holding her feet to the floor and ripped them free, which made her jump with a start. He followed by tearing off the capsules around her hands, liberating them from their bondage as well. Slowly she flexed her achy fingers, which hadn't been able to move for days.

"What...?" she stammered, lifting her head. "W-what are you doing?"

"Getting you out of here," he answered softly. He took hold of the helmet, causing her to flinch, and searched with his fingers for a release switch or a clip. When he couldn't find one, he cursed and grabbed on to both sides. "Hold still," he instructed, and with a careful amount of spidey strength, Peter gave a quick yank and tore the helmet clean in half. She gasped as it peeled from her skin, leaving behind a biting indent that encircled her entire scalp. The mechanism must've been horribly tight; he could see that the red ring was crusted with dry blood. At her sides, the two broken pieces clattered to the floor, and she blinked perplexedly.

"You...freed me," she said in disbelief, rubbing at her wrists and face. "I am liberated."

Peter sighed morosely. "Yeah. I'm so sorry this happened. It's all my fault that they're hurting you." He stood and offered her a hand. "This is me trying to rectify those inequities. Let's ditch this nuthouse."

Wanda gazed up at him with timid curiosity. Peter could see her face now—caked with grime, bruises, gashes, the face of a corpse. Her piercingly dark eyes were murky with terror and suffering. She looked like a wounded puppy abandoned on the side of the road. Swallowing a quivery breath, she lifted her hand slowly toward his.

 _Spidey sense._

It struck him out of nowhere, taking him by surprise, but not nearly as much as the rush of energy that suddenly seized him by the throat. Peter gagged in shock before being flung into the wall, where he was held with his feet dangling above the floor.

"Aagh! W-Wanda! What're you—?"

"Silence, you arrogant scum!" she spat, strenuously rising to her feet with her hand out in front of her. Furious red light gleamed in her eyes. "You are a fool to think that if you released me I would show you gratitude. You have hurt and humiliated me for the last time! For what atrocities you and that wretched Fisk have committed against my brother and I, I will tear you limb from limb!"

Peter grappled desperately at the wall, unable to break her crippling hold. He had to tell her, he realized. He didn't have a choice. Even if it gave him away, he had to say it. He was dead if he didn't. "W-wait!" he cried hoarsely. "S-stop! Wanda, it's... _me!_ It's _Spider-Man!"_

The horrible pain pulling at his muscles didn't cease, and for a terrifying moment Peter thought she seriously might rip him apart right then and there. He whimpered feebly beneath her hold, every fiber of his being screaming in pain. Then, with a precise wave of her hand, the power being used to crush his body all at once seemed to rush to his head. It wasn't attack, though—it was a test. Judgement. Her fiery gaze bore into his soul: cold, spiteful, savage. He could feel her energy scouring tenaciously through his mind, and a fearful chill crawled down his back. All he could do was wait.

In an instant, the livid glare contorting her face melted away. The bloodlust in her eyes vanished, and her expression flashed with disbelief. "P...Peter?" she mouthed inaudibly, jaw hanging open. He watched her shock transform to elation, then elation to stinging guilt. "Oh—oh gosh!" she cried, and immediately released him from her deadly grip. Peter dropped to the floor, limp and pitiful as he gulped down a ragged gasp. Wanda limped hurriedly to his side.

"I—I am _so_ sorry," she apologized, cradling his face in her hands. "I did not—I had no idea. I could not read you at first. And you were dressed like them, so I did not think—"

"It's— _ow_ —heh, it's okay," he laughed, fighting to catch his breath. "I should've...said something sooner. But _damn_ —now I know what being force-choked by Darth Vader feels like."

She didn't seem to catch his joke. She beamed at him with wide, disbelieving eyes, which he noticed were glazed with emotion. She licked at her lips and shook her head sharply. "You came. I...I don't understand. I did not send for you or anybody. Why are you here?"

Peter grinned. "Like I said, wicked witch. I'm here to rescue you. I figured since you saved my hide back at the warehouse with Fatboy and his lot, it was only polite for me to pay you a visit and return the favor."

He could tell she wanted to get mad at him. He knew how stupid it was for him to risk his life like this—barging into Hydra after everything she'd done to keep him safe. Her brow was narrowed crossly, lips pursed into a rigid line. And then, the anger was gone. She broke. Her front shattered, a smile spread across her face, and tears began to fall from her eyes.

"You idiot..." she croaked. Then, to his surprise, her arms wrapped around his body, and she gathered him into a fierce hug. "Thank you. Thank you so much."

Peter just sat there stunned as she clung to him like a child, her face buried in his shoulder while she wept quietly. He felt himself chuckle uneasily under his breath. _Anyone else experiencing déjà vu?_ he thought. But soon he came to his senses and hugged her back, feeling finally that he and Wanda Maximoff could call each other friends.

A few moments later, she pulled away with a shaky sigh, rubbing at her eyes. "I just...I cannot believe it. How did you even get in here? Their security is so stringent."

"I had help from a friend who knows a thing or two about breaking into places. And really, after we put these awful uniforms on, slipping all the way through to this area was a piece of cake."

She blinked. "Really? But...how did you get past the guards and the scanners and—?" She went stiff suddenly, blinking. "Cameras. There—there are cameras." He watched the panic gradually seize her. Instantly, Wanda whirled around, eyes flitting to the upper corner of the cell. Peter followed her gaze, which was trained on a small, round device, and he winced.

"Oh. Whoops."

"They have been watching and listening to us the whole time," she said, lifting off the floor gingerly. Peter took her arm and helped her stand the rest of the way. She gripped her side in pain. "They know. They know you are Spider-Man, that you have freed me. Th-they will be here any second."

"Hey, hey, slow down," he insisted. She was panting harshly, and her skin was flushed with fever. He could tell she was very weak and ill, not to mention lavished with raw, festering wounds. The majority of her weight was rested on him out of necessity. "Let's not jump to conclusions. Everything's okay."

Not a moment later, a boisterous alarm began to bellow wildly throughout the facility. It shrieked an ominous chime that made Peter's heart leap into his throat. Quickly after, there was a loud banging on the door. "Hey, uh, spider?" a voice called from the other side, sounding startled. "I think it's safe to assume that we've been busted, and those sirens are for us. I don't know what you did, but I do believe we're about to have some company!"

He swallowed skittishly. "Right. So, never mind then. Everything is _not_ okay. But hey, it's not all bad." With a theatrical sort of enthusiasm, Peter tore off the itchy Hydra costume and flung it to the ground, revealing the dark black suit he wore underneath. Unconsciously he instructed the symbiote to mask his face again, which it obeyed right as he pulled the helmet from his head. When finally free, Spider-Man dusted off his torso and sighed relievedly. "At least I don't have to march around in that piece of crap anymore. I was sweating like a pig under there. Haven't Hydra's Nazi fashion designers ever experimented with Egyptian cotton?"

Wanda's eyes were wide with surprise. "That looks...different," she noted, poking at the inky substance inquisitively. To her disbelief, the material curled around her finger, then sunk back against his skin, causing her to flinch with a start. Stunned, she stared at the suit with sudden tenacity, scarlet fire swirling in her pupils. Her lips parted slowly, and her brow scrunched with confusion. "W-what is...?" she breathed. "Your costume. It is... _alive._ I can _hear_ it. It has a conscience."

Before he could even try to explain, the door behind them suddenly burst open, revealing a very frightened Cat still dressed in her Hydra uniform. " _Guys._ Have you gone deaf? We're screwed! We've got to get out of here!" Then she tilted her head to the side and eyed him skeptically. "Why did you take off your disguise?"

Peter fired a glob of webbing over the camera in the corner. "It's my fault. I blew our cover. On the camera—they saw me free her and heard me say 'I'm Spider-Man' like the genius I am. So I guess my cat is outta the bag." He turned to her. "But yours isn't. Let's go before that changes."

Knowing she could barely walk on her own, Peter scooped Wanda off her feet and held her delicately in his arms. He heard her mutter disapprovingly, but she didn't protest, which granted him relief. He turned towards Black Cat, who whipped open the door, and the three of them clambered out of the tiny cell.

They were greeted with a riotous commotion on the other side. Girls screaming, chains rattling, all while the alarm blared ceaselessly from above. Just as they stepped into chaos, the door at the end of the hallway snapped open, and an army of Hydra goons rushed towards them.

"Stop right there, traitors!" the man in front cried. "Drop the prisoner and surrender, or we'll pump you full of lead!"

"Hurry! This way!" Cat yelled, slipping her card through the scanner behind them and motioning with her hand. Gunfire began popping from the mob and hissing by their skin, causing the captives on their left and right to shriek in their cells. Peter knew that they'd be dead in seconds—cornered in a narrow hall with nowhere to run. The bullets were hailing upon them in a relentless wave, and his spidey sense was going wild. He couldn't avoid all of them. Eventually the fatal weapons would meet their mark. He could see one in particular racing straight towards him, dead center, moments from piercing his heart. If he dodged, Cat would be hit, and he'd probably jump into the path of another barrel anyway. There was nothing he could do, no escape. He closed his eyes.

An odd sound suddenly echoed just in front of him. A sharp, bouncy _ping._ The droll of gunfire suddenly seemed dull, muted. But above all else, he wasn't dead yet. His eyes peeked open hesitantly behind his mask.

"Rot in hell, you _bastards!"_

A glowing red forcefield had formed between them and their enemies. The bullets were ricocheting right off it, leaving the three of them completely unharmed. The men at the other end of the hallway were not so luckily. Their own firepower was doubling back on to them, causing many to collapse with yelps of pain. Wanda's eyes glowed with fury, though he assumed she couldn't keep this up for long. Thankfully, Cat finished unlocking the door just then, and they scrambled through to escape the onslaught, slamming it shut behind them.

"Nice work you two," he told them, webbing up the hinges of the door. "But no time to celebrate. Where we headed next, Cat?"

The room was small with almost nothing inside. The only notable object was a steel tube sitting in the center that went all the way up through the ceiling. She glanced around hurriedly.

"No doors. No escape routes. This must be our only way out." She walked up to the tube and laid her palm against the thick metal. "It looks like some kind of elevator. I betcha this is what they use to transfer the captives back and forth between the prison and their buyers discreetly."

 _BAM, BAM, BAM!_ Bullets began bursting through the door and zipping across the room. One bounced off the elevator tube and imbedded itself into the wall. He could hear the men just on the other side, shouting and pounding and emptying their magazines. Carefully he placed Wanda on the floor beside him, out of the gunfire's range. "Try to keep them from getting in for as long as possible," he told her. Her eyes were glazed with exhaustion, and her body was shivery and pale, but she gave him a small nod. As Wanda pushed back against their attackers with her sorcery, Spider-Man ran to Cat's side. "An elevator you said? So, what, can we just pop it open and ride our merry way up and outta here?"

"Not exactly," she replied, pointing to a small slot on the security panel standing in front of it. "It looks like we need a key. A _real_ one, not a card."

The ruckus was getting louder. He could tell Wanda was struggling to hold them back. "W-well, can't you crack it, then? You must pick locks all the time, being a cat burglar and all."

She slipped a pin from underneath her costume and began to prod at the tiny hole. "I'll try. Just give me a sec." He watched her kick the thin accessory repeatedly against the roof of the key slot, biting her lip in concentration. Peter turned back to Wanda, who was beading with sweat and breathing harshly. Another bullet came popping through the wall and zinged right past his nose, making him flinch.

"Hurry up please. Imminent death rapidly approaching."

"Shut _up_ please. You're distracting me."

He waited a few more seconds, heart throbbing to the beat of the alarm and muscles restless. The tedious jostling of the pin in the keyhole pinged cheerfully in contrast.

"...So...um...you...you got it, yet?"

Cat shook her head in frustration, hands growing jerky. "It's...it's not..."

"Not...what? What's not what?"

"It's not working."

"What do you mean, 'it's not working'?"

Cat scoffed lividly and turned on him. "Me, Einstein! I can't crack it! It's too complex for me to figure out with so little time!"

 _"What?_ It's a freaking elevator lock! What's so complex about it? Just do your thing!"

"I can't just _do my thing_ and it _magically_ opens! Especially when you're breathing things like _hurry up_ and _imminent death_ down my neck! It's a very intricate and delicate process, and this one's got some personalized difficulties added to it. I know my limitations, and right now I know I won't be able to solve this in time!" Her voice was heavy with helplessness, and she suddenly kissed him softly on the lips. Peter blinked in surprise as a defeated smile pulled at the corners her mouth. "I'm sorry, spider. I'm out of tricks."

Dazed with competing disbeliefs, he gazed up at the wide metal tube, eyes combing across its shiny surface. He had to think of something before Wanda gave out. He considered going all _HULK SMASH_ on the situation and beating the elevator to splintering pieces so they could all just climb up and out, but that might cause the whole room to collapse in on them, Hudson River and all, and then they'd _really_ be in one hell of a pickle. His eyes switched back to the security panel, refocusing on the small slot that stood between them and freedom. The shadowy blackness hidden within it reminded him of something. He glanced down at his palm.

"Well," he mused, clenching his fist, "maybe I'm not. Scooch over for a sec."

Cat lifted her head and gave him a puzzled look, but eventually stepped to the side. Peter faced the elevator and sucked in a steadying breath. Then, slowly, he extended his hand towards the panel, palm flat. He focused his thoughts, but before he could even fully form the command in his mind, the symbiote reacted. From the tip of his index finger, the black ooze began stretching outwards, slithering towards its target. He heard Cat gasp as she watched the slime move, until finally it reached the key slot. Tenaciously, the symbiote dove into the tiny abyss and fitted itself perfectly to the shape of the hole. After a couple seconds of prodding and shifting, the lock suddenly twisted to the right, and the panel gave a sharp buzz. With a hiss, the metal tube yawned open, revealing the cylindrical pod inside.

"W-what the hell did you...?" Cat breathed in shock. "How'd you just do that?"

"My, uh, very convenient new onesie?" he replied sheepishly, drawing the symbiote back to himself. "Lucky for us it does more than just make my butt look good."

A cry of agony suddenly sounded behind them, and they both whirled around with a start. Wanda sat on the floor, shaking all over with her hands hovering barely above the ground. The strain was too much on her damaged mind and broken body. All of her energy was expelled. Her wrists suddenly went limp at her sides, and she began to sway. "I...I cannot. No longer. Too...much. I...am...s-sorry..." Then she collapsed to the ground, and the protective red ghosts encircling the door dissipated into nothing. Immediately, bullets began exploding into the room, peppering the walls with holes and sending sparks flying in every direction. Adrenaline rushed through Peter's veins, and he shoved Cat behind him.

"Get inside! Hurry!" The webbing holding the hinges shut was almost completely shredded. Black Cat darted into the elevator and knelt low to the floor. Spider-Man trailed directly after her, ducking as a bullet zipped above his head. He dropped into a crouch at her side and aimed his wrist out in front of his body. The line of black webbing shot from his skin and latched on to Wanda's motionless form just as the door in front of them was knocked down. A fresh wave of gunfire began descending on them, and the doors of the elevator were slipping shut. With hasty strength, Peter gripped the bio-cable in both hands and whipped it backwards, bringing Wanda flying towards them. Her lifeless body crashed into his and sprawled to the ground, ungraceful but unharmed. The loud, chaotic mayhem pounded in his ears, a bullet rocketed by and grazed his left arm, and the doors to the elevator finally closed together.

Like the flip of a switch, the three of them were suddenly cocooned in silence. All at once, they were deaf to the outside world. No sirens, no gunshots, no screams, nothing. The only noise audible to them now was the throbbing of their hearts, the raggedness of their breathing, and the dull, mechanical whir of the elevator climbing slowly towards the surface.

* * *

"How did they get past your security protocol?"

The small man sitting across from him sat cowering like prey before a predator. He licked nervously at his lips. "They stole a pair of Hydra uniforms, sir. They snuck in dressed as our own."

"Are your men not required to present some form of identification upon entry into the underground? How were they able to trespass the entire facility so seamlessly without detection?"

"They took identification cards from the guards posted at the west entrance point. Those cards grant access to nearly every room of the base."

The car pulled to a stop along the bank of a river. A thick concrete block was built into the wall touching the water, disguised as the mouth of a sewage runoff. It was sealed off by a locked gate and smelled atrocious, which steered most curious folk from snooping. Little did anyone know the secrets it contained.

Wilson Fisk clasped his hands together and closed his eyes, fighting to maintain his composure. "Larson. You told me your security was impregnable. I remember you swearing by those exact words. I trusted you to keep this place from being discovered. And now, it's reasonable to assume that the whole country will know of its existence by morning. How will I ever rid the world of the rest of those costumed maladies if my entire business is compromised?"

His gaze fell. He knew what was coming. "I'm...I am sorry, sir. I have failed you."

The Kingpin exhaled fiercely, running a hand along his forehead. Then he unclipped his seatbelt and threw open the car door, causing the man seated across from him to wince. Cool, heavy air met him as his feet stepped down to the asphalt, buffeting his silver tie. The sun had yet to breach the horizon. He scowled over the gaping river, teeth gritted behind his lips.

"What were they after, the invaders? Did they take anything?"

The man swallowed meekly. "Th-they...they took the girl. Wanda Maximoff, the prisoner. Although I haven't received confirmation that all three have escaped the facility yet."

Fury boiled in his stomach upon hearing this, and his hands balled into meaty fists at his sides. But then he relaxed suddenly, expression softening. "She's the only thing they took? How would they even know about her?" He turned on him sharply. "What about our men? Did they kill anybody?"

The frail lackey scanned through the report. "N-no, not from what I've been told. Some were injured by their own weapons in pursuit of the trespassers, but no fatalities."

A stunning realization suddenly dawned on him. His brow furrowed slowly together.

"And...were either of these prowlers able to be identified?"

After a lengthy pause, the man in the car replied in a tentative voice. "The woman was not. It's unclear whether she came from the outside or was a traitor hiding among our own. But the male intruder...well, we're not entirely sure."

"What does that mean?" The Kingpin snapped. "Someone is either identified or not. There's no middle ground."

He scratched his head. "Well, we never saw his face, but he removed his Hydra uniform after our officers witnessed him free Maximoff on the security cameras and hit the alarm. Underneath, he was found to be wearing some kind of...black, superhero-looking outfit. Then he said—well, it's very unlikely he was speaking the truth, the guy's supposed to be dead, and the costume barely resembled _his._ But after being confronted by the prisoner, the intruder _claimed_ that he was—"

A loud _bang_ suddenly interrupted him. Wilson Fisk turned just as the gate guarding the mouth of his base's secret entrance burst from its hinges and flew into the river with a splash. Then, from behind the thick concrete wall, two peculiar figures emerged. The first was a woman dressed as a Hydra soldier who was holding a girl in her arms. The girl was limp, silent, with wavy, copper-brown hair. He recognized her immediately as the treacherous Scarlet Witch.

Lastly, his eyes jumped to the second individual. He looked like a walking silhouette. His athletic form was clothed in all black, except for a strange white pattern spread across his back. The Kingpin understood in an instant why he and his sable attire seemed so familiar as the figure turned to face him. From across the wide stretch of pavement standing between the lanky teenager and the monstrous man, glossy, white lenses met dark, savage eyes. He saw in an instant the boy's body go rigid with alarm. He knew. They both knew.

 _"Spider-Man."_

The man inside the car peeked around his brawny boss and gasped. "Hey! Th-that's them! All three of them, over there!"

For a long, panicky moment, the enemies were locked in a standstill, neither daring sever the tangible tension between them. Then, with swift, fluid movements, the black-clad figure took Wanda from the woman, slung her over his shoulder, then picked up his partner in crime and held her under his arm. With his free hand, he fired a cable-like thread from his wrist that stuck to a rickety building on the other side of the street. He leapt off the asphalt, swung above their heads, then dropped gently on to the roof, both girls secure.

"We've gotta stop 'em!" the underling cried, drawing a gun from his waistband. But The Kingpin threw his hand in front of the muzzle.

"No, let them go," he insisted calmly. His gaze remained fixed on the dark individual, knowingly sinister. "This is perfect. More perfect than I could ever dream. He's alive, and it has him now. My plans did not go up in flames after all. It's _fate._ everything has fallen into place."

Spider-Man hesitated along the crown of the building, and shot one last glance over his shoulder. A vicious grin spread across Wilson Fisk's face. There was nothing but triumph in his eyes, which drilled through the lenses of the mask like lasers and caused sweat to drip down his back. Then the hero released another web, sped across the rooftop, and dropped into the streets, out of sight.

"Call off all war production," Fisk commanded. "Arms, missiles, everything. Leave only the heroin and slave trade businesses running. I want an influx of profit into Hydra, with no wasted muscle or resources. We need to preserve our assets until the right time."

"S-sir?"

"Don't you see, Larson?" he exclaimed excitedly. "Our mission is going to be carried out for us. No longer do we need to focus our energy on training armies and amassing weapons in order to eliminate our enemy. Now, the Avengers will be taken down from the _inside._ A ticking time bomb has been planted among them. All we have to do is wait for it to explode, leaving this city and the worlds beyond as ours for the taking."

The Kingpin could see it—everything that Hydra had fought so long to gain, achieved under his authority. The destruction of their greatest rivals, the shift in power from the righteous to the hungry. It was there, so close he could almost taste it. All of it was only a matter of patience. And considering how potently he desired to watch the arrogant Spider-Man and his little friends suffer, he was more than happy to wait.

"A bright future awaits us, Larson," Fisk assured him smoothly. He pulled a cigar from a box in his pocket and placed it between his teeth, eyes still trained on the skyline. "For you, for me, and all of those beneath us. Mark today as the last day this world's power rests in the hands of fools."

With a sharp flit of his wrist, The Kingpin struck a match that flickered to life with a bluish-orange glow. He lifted the flame to the end of his cigar, then shook it till it died in a lick of smoke. The man in the car sat in flustered silence, watching the enormous creature puff out clouds of smog like a greedy dragon. Wilson Fisk exhaled slowly.

"Oh, and disband the Sinister Six. They're no longer of use to me. Tell them they can use what I've provided them to continue plaguing the city with chaos and destruction to distract the Avengers from their true adversary, but that I will finance their endeavors no longer. They are cut off."

Then he began to walk, back turned, towards his dark cavern. The cold river seemed still with fear and anticipation.

* * *

 _ **I feel like this chapter sorta mimicked Star Wars with the whole "breaking into secret base dressed like evil people in order to save pretty lady" shtick. Clearly I'm out of originality :P Oh well. I'm more excited to write the next one, so I hope ya'll are too. I mean, you know, to read it. If you got any comments or critiques, I'd love to hear them. Even bad ones! Seriously, you don't know how much I love getting feedback from you guys, it makes me want to make this story the best I can! But either way, ya'll rock. Laters! Nyeh-heh-heh-heh :D**_


	18. Chapter 18

_Disclaimer: THIS STUFF AINT MINE K_

 ** _Okay I'm sorry but I have to voice this just cuz it's driving me nuts: PLS PLS FOR MY SAKE THOSE OF U WHO WRITE SUCH NICE REVIEWS BUT DONT HAVE ACCOUNTS PLS GET THEM! This isn't me like endorsing this website or whatever it's literally because I like to say thank you personally for you guys being so nice bUT I CANT WHEN YOU'RE JUST A GUEST! AND THEN YOU ASK ME QUESTIONS AND I CANT FREAKIN ANSWER THEM AND I JUST AAAHHHH _**

_**...so yeah pls. I just want to say thank you. It stresses me out not being able to :)**_

 _ **I saw Deadpool the other day btw and it was actually really good :D I was not a fan all the *ehem* nudity (it was the 1st R-rated movie I've seen in theaters okay have mercy), but I mean, c'mon, it's Deadpool XD what was I expecting. But it actually had a great plot along with all the funnyness and breaky-the-4th-wallyness, which I appreciated. Highly recommend!**_

 _ **ANywho, here's another chapter. The first part I actually meant to tack on to the last chapter, but it was taking forever and I figured it was long enough as is. I think it'll clear up some confusion and I left hanging before. Enjoy hopefully :)**_

* * *

 _Chapter 18_

 _Of all the rotten luck. Of course we had to escape exactly when and where Fatboy himself was popping in for a visit. Still, at least we got away._

Peter buoyed high above the rooftops on webs from his wrists in hopes that the fleetingly dark sky would camouflage the three of them from the world below. They'd caused enough ruckus for one night as is.

 _But I just—I feel so conflicted right now. Why did he look so smug while we were zipping away home-free? He just lost the "secret" part of his secret base as well as his most powerful pawn to an enemy he thought was dead! Shouldn't he be the one feeling defeated in this situation, and I victorious? Instead, everything seems so flip-flopped. I completed my mission, I saved my friend, and yet I still feel like I've lost the war. Why does it seem no matter what I do I can never win against that hunkering tub of blubber?_

A few minutes later, Peter sprung off the wall of a skyscraper and landed sideways on Avengers Tower. He slid the special window open with his foot and quickly hopped inside. The room they entered was quiet and dark.

"Boy," Cat exclaimed, stretching her arms over her head as Spider-Man placed her on the floor. "Traveling via web sure is fun. I've always tried to imagine what it would be like, but that topped all my expectations. Well, minus there being another girl hanging off your shoulder besides _moi."_

Peter carried Wanda over to the bed in the corner and laid her on it delicately. She hadn't awoken all throughout their web-zip across the city, and felt as fragile as a flower in his arms. He hoped she was just wiped from all the excitement that had ensued over the past few hours, and that there wasn't anything majorly wrong with her. Slowly, he pulled the blankets up to her chin, then tucked a pillow carefully under her head. He decided he would check up on her more expediently later, but for now he thought it best to let her sleep.

Black Cat pulled off her Hydra helmet and glanced around the room inquisitively. "Phew, that's better. Cool place you got here. Do all you Avenger sorts get your own personalized floors like this?"

"Yeah. Perks of having a license to wear long underwear in public." Some essays he'd been writing for college applications were scattered on the floor at his feet, and he swept them hastily under the bed.

Cat sighed lightly. "Must be...nice, I suppose. Being on a team and all." She gazed at him levelly for a moment, fiddling with the helmet in her hands. Then she tossed her hair over her shoulder and shrugged. "Well, thanks for the adventure, spider. It was exciting to say the least, and fun, for the most part. Take care of your freaky witch friend, and let me know when you think of a plan to save all those girls. See yah 'round."

With a melancholy smile, she blew him a kiss and turned towards the window. He was going to just let her be on her merry way and that was that, but then he remembered something. Something she'd said, and something he felt responsible for. Before she could vanish into the city, he grabbed her by the arm.

"Hey, hold on a minute," he said, pulling her back inside. She stared at him with surprise, and he hesitated a moment before continuing. "Could I, uh...talk to you about something? Real quick?"

She examined him warily. Her eyes were narrowed a bit, though he couldn't tell if it was out of confusion or anger or both.

"I mean, sure, I guess," she finally replied.

"Great," he stated, glancing about. "Let's, uh, sit on the floor here."

He dragged her away from the window and sat down with his back to the wall. She followed him uncertainly, though there was a hint of amusement in her eyes.

"It's not dirty, I promise. Jarvis has little vacuum robots that run through here, like, twice a week."

"What the heck is this about?" she almost laughed, giving in and plopping down beside him. "You're being really weird, and I can't tell if it's cute or just...well, weird."

"Definitely just weird," he assured her, though he was feeling very uneasy all of a sudden. He stared down at his hands. "But I, uh," he stammered, then forced himself to look her in the eye, "I wanted to ask you about what happened before."

She blinked. "Before? Before what?"

"Before, in the stairwell. With those guys. Where you kinda...y'know, went berserk and all."

The playfulness in her expression rapidly faded, and he could tell she had grown tense. Her teeth gritted behind her lips, and he wondered if his boldness was going to reward him with more claw marks striping his flesh. She broke her gaze from his.

"I don't want to talk about that."

"I—I know," he concurred carefully. "Trust me, I'm no fan of discussing my problems with other people either. But...I think it can help, if the someone you tell is willing to listen." _Unlike somebody I know,_ he remembered irritably, but cast the bitter thoughts aside.

"You sound like a bad psychiatrist," she growled, crossing her arms against her chest. "In any case, there's no point in telling you. It's not something you could understand."

"I have a fair share of my own confusing problems," he admitted. "I get these...night terrors. Recently, they've been happening almost every time I fall asleep. Sometimes I get them even when I'm awake. The hardest part is that everyone thinks I've lost my mind, and I'm starting to believe them." He realized suddenly that since he'd put on the symbiote suit, he hadn't had any horrifying visions. Then again, he hadn't slept since he'd put it on, either.

She frowned a little and turned to him. "Is that what happened when you were fighting me on the roof?" she asked. "When I stole the necklace, and you punched me in the face?"

Peter chuckled nervously. "Y-yeah, heh. Sorry about that."

She smiled a little and shrugged. "Well, we _were_ fighting. It's not like you just punched me out of nowhere."

"I didn't see you as yourself, though," he explained quietly, swallowing. "I saw you as a monster. A monster...trying to kill me."

Black Cat's eyes softened. Even though Peter was staring at the floor, he could feel her dulcet gaze combing over his face. After a moment of silence, she shattered the barrier with a shallow sigh.

"I don't think I can relate much. What happened to me...happened a long time ago."

Spider-Man turned to her expectantly, too afraid to say anything that might deter her from continuing. Cat pulled her legs to her chest and rested her chin on her knees.

"Then again, I suppose it wasn't too long ago. It just feels that way. I worked so hard after it happened, those times seemed like ages."

"Worked hard at what?" he ventured cautiously.

"Training. Getting stronger. Learning how to defend myself, but more than that. I wanted to be able to get anything I wanted, from anybody I wanted, just like he was able to do to me. I didn't want to be the victim anymore. I trained so I could never feel helpless again, but instead make my enemies feel that way."

Listening attentively, it didn't take Peter long to gather what had happened to her. He had assumed something as such since her little freak-out beneath the lighthouse, but what she was saying now confirmed his suspicions. He watched her bite nervously at the inside of her cheek.

"My dad was and still is my greatest inspiration. He's probably the reason I was able to bounce back from everything so quickly. He helped train me, when Mom wasn't around to see." She snorted under her breath. "Daddy was a very resolute man. When I told him I wanted to be a cheerleader because I liked basketball, he said: 'If you like basketball, play basketball. And play it well, while you're at it.' He firmly believed you should never sell yourself short of what you're capable of, and that you could be whatever you worked hard enough to become. He believed in me...more than I believed in myself. I like to hope that he still does.

"When he was arrested, and I found out about his secret second life as New York's most notorious cat burglar, I was struck with a mixture of grief and determination. From then on, I trained myself to follow in his footsteps. I dedicated my life to the art of battle and thievery. I promised him I would bust him out, whatever it took. And that's how I've ended up where I am today, three years later, with a half million bounty on my head and my feet tangled in all this Hydra mess." Closing her eyes, Black Cat wrapped her arms around her knees, bleach white hair falling around her fragile form. "As for the thing with those two men...I don't really know. Something just... _snapped_ inside me. I haven't lost a fight like that in such a long time. They were able to subdue me so easily, and that was really scary. I felt powerless, pathetic, vulnerable. And...the things they were saying, the way they approached me, their body language. All of it reminded me of _him."_

Peter watched the tears begin to gather in her eyes, but she didn't let them fall this time. They brimmed along her lashes and caught the light of the rising sun, giving her bright blue irises a heartbreaking sparkle. "I didn't really mean what I said. About men. But at the same time, I kinda did. I just don't feel like there's a single one out there I can trust anymore, besides my dad."

Her breaths were forcibly slow, but shook every now and then with an unspeakable pain. Sighing solemnly, Spider-Man folded his hands in his lap.

"Well, you can trust me," he said earnestly.

She leaned her head against the wall and exhaled lightly. Then she opened her eyes and gazed into Spider-Man's mysterious white lenses, smiling tiredly. "I know, spider. I'm sorry, for everything." After running her hands under her mask, she let her arms fall to her sides. "Thank you. I—I needed this. I suppose you were right. I've never talked with anyone about it before. It felt...nice."

"No prob," he assured her. "That all sounds really sad. I'm sorry for what I said about you before. I didn't know." Then a poignant uncertainty came over him. "But, uh...there's something I've gotta ask. Something I still don't get. If you...okay, this might sound kind of rude, but I don't mean it to be, I'm just trying to understand." She cocked her head to the side in confusion, and he scratched the back of his neck nervously. "If you, y'know, were hurt by some dude, and now you don't like men very much...then why are you so flirty all the time? With me, and every other guy you meet? Isn't that a bit...I dunno...counterintuitive?"

Black Cat held his gaze for a moment, then stared down at her knees, as if in thought. She licked her lips. "Well, I...I guess it's because I'm trying to bring out what I know is already inside them," she finally responded, blinking. "After what happened, I just assume that they all see me the same way he did. So instead of waiting for them to show it, I try to draw it out of them myself, as fast as possible. That way, I can just beat them up already, have a reason to make them suffer, then move on." Her brow knitted together. "I like to make them think I'm just some ditzy girl they can take advantage of, then throw it all right back in their face. I love to make them feel the same fear and pain they inflict. And in a way, I feel like I'm helping protect future victims from being hurt by them." Then she shrugged and scoffed. "But in truth, I don't really care about that. I do it just for the thrill of deceiving and manipulating people. It makes me feel powerful. It helps me project a confidence and superiority far beyond what I truly possess. And...it shields me. The real me, the _terrified_ me, from ever being exposed."

As Cat rubbed distractedly at her shins, something crazy suddenly dawned on Peter. She was just like him, he realized. _Exactly_ like him. Veiling her true emotions behind a theatrical mask. Fooling the world to believe in this character she had made herself into. She was _hiding_ , but instead of using clever, spontaneous quips, she tricked her peers through flirtation and seductive charm. He was surprised he hadn't figured it out for himself by now. He felt a comfort in that strange commonality.

"Huh. Never considered using that strategy. Maybe next time I'm going toe-to-toe with the likes of Doc Ock or the Rhino, I'll try pecking them on the cheek and see how that works out for me."

Black Cat chuckled softly. "Well, considering how things went back in the tunnel, I guess it can backfire, when I overestimate my strength."

Peter pondered for a moment what it must feel like to be a self-made hero. Someone whose capacity to defend others and protect themselves depended solely on the grinding work they'd put into honing their skills, with no assistance from radioactive spider bites. It must be scary. He imagined how restless it would make him. Constantly, he would wonder if he had trained hard enough, if he had reached his maximum potential, or if the strength he had built was going to fail him. It sounded painstaking. The idea alone troubled him, and made him feel a sudden reverence for Hawkeye, Black Widow, and the woman sitting beside him. He knew if he hadn't gone on that momentous field trip to Oscorp and hadn't acquired supernatural abilities, wimpy Peter Parker would never have pursued becoming a hero.

"It's alright. Getting knocked on your butt is good every now and then. It happens to the best of us, and keeps you from fostering an ego."

"The best of _us?"_ she scoffed, leaning her head on his shoulder with a laugh. "Oh, spider. It's so cute how you keep trying to lump me in with all the rest of you strapping hero-types. I told you before: that just isn't me."

"Yeah, you keep telling yourself that. Sooner or later, you'll see things how me and Wanda and everyone else you've helped see them. You're a good person, Cat."

"Tell that to all the people I've robbed," she retorted, her words lighthearted but at the same time bitter. "All the folks, innocent or not, that I've stolen from, and hurt, and will continue to steal from and hurt after I leave here." Her eyes flickered to the floor, dim with shame and fear. "I can't be that person, spider. Not now, for you, or her, or anybody. Not as long as Fisk is around. Because even...even if for some reason I _wanted_ to be; until Fisk is gone, I can never be that person. I'm a prisoner to his malevolent will."

Spider-Man sat at her side in silence, rubbing at the spot on his arm where he'd been nicked by a passing bullet, weighing how to respond. Then he lifted his hand off the wound, and the black film stretched over it began to retreat back, starting at his fingertips. The symbiote crawled down his knuckles and palm until his whole hand was exposed to his wrist, and after removing the red glove that was hidden underneath, he laid his palm comfortingly on top of her own.

"I'm going to stop him, Cat. I told you that before, and I'll say it again now. I am not going to let Fisk and Hydra feed off people's fear and ruin people's lives to further their schemes. Not anymore. Not here, in my city, against my people. I'm going to defeat him, and I'm going to end Hydra, once and for all. I promise I will. Okay?"

She held his gaze dubiously for a moment, then sighed with amusement. "Ambitious one, aren't you? That's a lot to put on just yourself, darling. I would think by now you'd understand how grand an adversary The Kingpin is, and how hard it would be for you to take him down alone." Lifting off the wall, Cat climbed to her feet and offered Spider-Man her hand. "Defeating Big-Bad doesn't have to be a solo act you know. You have others you can count on for help."

Blinking in vague surprise, Peter hesitated before taking her hand and letting her help him stand. There was still a ring of red around her throat, and a purple splotch marked her lips where she had been slugged in the face, but the injuries didn't seem to slow her down.

"Well, it sure doesn't feel like it," he refuted her quietly. "I...I don't feel like my team backs me anymore. It feels as if they've...like, _disowned_ me. Everything I've attempted to tell them, everything I've tried to warn them about—they just won't believe it. They only see the big picture—the stuff on the news, the public affairs, the flagrant attacks meant to lure and distract them—and refuse to acknowledge the real war going on, underground, out of sight. They don't see what I see, and I don't think I can ever make them. They don't trust me. I just...I can't. My team doesn't trust me, so how can I trust them? It has to be me, and only me. I've got to do this alone."

"That wasn't really what I meant," she chuckled softly. "I don't know if you realize this, but the Avengers aren't the only ones out there willing to help you, and perhaps not even the best suited. You should try expanding beyond them. After all, you managed to convince a dastardly supervillain to help you save your friend. I know you can find others, and persuade them likewise."

Spider-Man was a bit taken back by her suggestion. He'd never considered asking anyone beyond his super-secret boy-band posse to aid him in this heroic endeavor, and frankly wasn't sure what he would even ask them to do. He had already gotten the trivial obstacles out of the way now that the 'black monster' was not an issue and Wanda was safe. All that remained in this fight was down to him to overcome.

"I, uh, I guess so. I'll think about it."

"Good," she smiled contently. Then Cat released his hand and turned back to the window, pulling her black costume out of her pocket and slipping the Hydra jacket off her shoulders. Peter had enough sense this time to look away before she stripped naked right in front of him, though he could still feel his face burn a little beneath his mask.

"You know, now that you've told me you only flirt with guys to expose their evil and weakness or whatever, I've gotta ask: has, uh, has all _this_ just been you playing your little game with me? You know...all the kissing and teasing and weird stuff like that?"

Immediately he regretted letting the words leave his lips. Now back in her black skin-suit, Cat turned towards him quickly, a smile spreading across her face.

"Why, does that bother you? Would it hurt little Spidey's feelings if I said yes?"

"N-no, wait, that's not what I—"

"Aww, spider! After all this time, you're finally admitting it. You've got a crush on me." She stepped towards him and hugged him around the middle, nuzzling her head into his neck. "I knew you'd realize it, sooner or later."

Peter was struggling to swallow his embarrassment. "You know that's not what I meant. I just thought...I want to know why. This whole time, since we met, have you been acting like this in hopes that I would be like those two assholes who attacked you?"

Her playful grin dropped at his words, and she stared up at him with puzzled eyes. "What do you mean?"

"I mean, you said that you flirt with guys so they'll be all gross and you can beat the crap out of them. Is that what you wanted to happen to me? Did you want me to—oh gosh, how do I put this— _come up_ on you like they did? If that...if that makes any sense. I'm just trying to understand."

Black Cat held his gaze for a moment, looking cold and thoughtful. He noticed now that her cheeks were hinting red, as if his question had likewise incited embarrassment from her. Then he felt her hands fall from his back, and her eyes drifted to the floor.

"Wow. I hadn't really thought about it like that, until now. I...I'm sorry."

"Sorry?" he stammered. "For what?"

"I guess...I didn't want to believe that anyone could be as nice you were to me," she explained ashamedly. "I—I've always hated things like you, things so good and irreproachable. I hate purity, because it hardly ever turns out to be genuine. Exposing people's fake virtue and revealing their innermost corruption is what I do best, and it makes me happy, because then no one can be called superior to my own...well, _broken_ goodness." Her eyes then flitted up to meet his. "But then I met you. And I couldn't...nothing I did would break you. And it wasn't because you weren't attracted to me—'cause trust me, I know when a guy is. It was because you saw me for more than that. You...you _knew_ there was more to me than that, even if I tried to make it seem like there wasn't. And that's why you're so damn frustrating."

There was a pause. Peter was partially stunned by her reply, and was struggling to decide if it was a compliment or not. But as he stood there, pondering in silence, Black Cat's solemn expression switched to a mischievous smile. She took his hands in hers.

"And just so you know: yes, there _was_ a part of me doing it just because I like you. You're adorable, super fun to mess with, and probably the sweetest, most sincere person I've ever met. I'd be lying if I didn't admit I have feelings for you." Her smile wavered a little. "But...I know it's been in vain. I've always known. I can see it in you, spider. A woman can always tell. You do care about me, but not like that. Your heart already belongs to someone else. Utterly, and unconditionally." She scoffed quietly. "I almost feel bad for you, darling. She's got you wrapped like duct tape around her little finger. Must be one special girl."

Peter brightened in surprise, but felt his face go red beneath his mask. _Gwen._ "Oh...uh, yeah. I, um, sorry. My girlfriend, heh, she's—she's just so—"

"I know," she giggled. "It's okay. I admire that in you." Then she kissed him on the cheek. "But that doesn't mean I'll make it easy for you two. If she wants to keep a guy as good as you all to herself, she better have to fight for it."

Spider-Man blinked dazedly, not knowing how he should react, and Black Cat laughed before turning back to the window. With careful movements, she pulled herself up the glass and stepped on to the skinny ledge, balancing high above the dizzying drop to the world below. Seeing her stand there jogged him from his thoughts, and he held up his hand.

"H-hey, wait. Cat?"

Still smirking, she looked at him over her shoulder. "Yes, spider?"

After a moment, a careful smile pulled at his lips. "You're right. About her and I. But I _do_ care about you, Cat. So is there any chance that we can...that you and I...that we can be friends?"

There was no hesitance this time. Immediately following his question, Black Cat straight burst out laughing, loudly and authentically, so much so that she had to grab on to wall to keep from tumbling out the window. Peter thought at first she was mocking him, until finally she managed to gather herself, and she grinned up at him with unquestionable sincerity.

"You are too cute for your own good," she replied, stifling a few more giggles. "Yes, Spider-Man. We can be friends. Friends, pals, bros, whatever the kids are calling it these days; I'd be thrilled to consider you that."

Peter smiled jubilantly. "Thanks. That means a lot to me."

Expending a few more chuckles, Black Cat swung her legs over the ledge and hung off the side of the building by her fingertips. She snagged a grappling hook from her hip, fired it at the tower to her left, and gave the cord a few sharp tugs until she trusted its integrity. Before letting go, however, she bit her lip, then hoisted herself back up to where she could see Spider-Man's monochromatic form.

"Hey swinger?" she called, resting her chin on her hand. "One more thing. About this girl—the one you're fallen for? Just...be careful. Take care of her. If she's not like us, if she can't defend herself from the scourges of this city, you've got to protect her. You saw all those girls, what he's done to them. Demons like Fisk—they will use whoever they can to get to you. Please don't let her get caught in the middle. For both of your sakes."

Feeling a tinge of fear crawl into his throat, Peter nodded earnestly. Sighing, then throwing him a wink, Cat dangled off the ledge, kicked off the wall, then dropped rapidly before the grappling hook caught her weight, and she swung far to the right. Spider-Man leaned out of the window to watch her go, impressed by her reckless courage. As she flew, he heard her yell "Catch you later, darling!" into the open air. Then she dropped between two buildings, freed her grappling hook, and rolled into the darkness, out of sight. The world seemed very quiet after she was gone, despite the droll of early morning traffic bubbling from below. Citrus light from the rising sun reflected off the glass of neighboring towers, making the city around him appear gilded with gold. Spider-Man exhaled softly, gazing across the urban skyline, then ducked back inside, sliding the window shut behind him.

It hadn't dawned on Peter how utterly exhausted he was until that moment. Exhausted, and hungry. Holy _crap,_ was he hungry. When was the last time he ate? Considering the moans crying from his stomach that suddenly became apparent to him, it felt like ages. Good gravy, it was as if all the energy was being sapped from his body. Intoxicated by hunger, Peter stumbled to the mini fridge across the room and popped it open. Nothing but a couple cans of root beer, some pizza slices in a baggie, and a sleeve of Girl Scout cookies. Wasn't exactly the junk food buffet he was craving, but beggars couldn't be choosers.

He ate everything in about five minutes. He was still hungry afterwards, but he was too tired to go scavenging for anything else. He wondered where the Avengers were at that moment, but then decided he didn't care. He would figure everything out after he had gotten some shut-eye. He turned the couch so that it was facing where Wanda slept, then flopped down on it with a heavy sigh. He waited for sleep to claim him.

But sleep wouldn't come. Peter opened his eyes behind his black mask. He lied still for a moment, then lifted his palm in front of his face, which was still absent of the dark symbiote. His brow narrowed. _Cover it_ , he thought, and immediately the slime spread over his hand, leaving no flesh exposed. For the first time, the movement startled him. He hadn't considered how odd it was that he was _wearing_ a living organism that could read his mind and obey his commands until now. Slowly he let his hand fall to his side, and he gazed up at the ceiling set far above his head.

He remembered, back in that weird, trippy dream, the black creature speaking to him. Fluently, intelligently, like a human being. It talked of being frustrated, being weak. So far, since he had put it on, it had only said two things. _Peter Parker. Spider-Man._ That was when it had first covered him. It hadn't spoken a word since.

He laid in silence for a while, grasping for sleep, breathing levelly, but eventually caved. He opened his eyes again.

"...Hello?"

Nothing. No response.

He swallowed. "I...I know you can hear me. Understand me, too."

No response.

"You can talk. You did it before. Why aren't you doing it now?"

No response. He felt like he was talking to a wall. He sighed irritably.

"You've obeyed my every command. Well, obey me now by answering this question. What are you?"

A pause. Silence. Peter was ready to give up.

 _"I am you."_

He went stiff. The voice was clear as day, unmistakeable. He wasn't sure whether it was spoken aloud or just inside his head. He took a moment to settle himself.

"So _now_ you talk. Are you like _Ella Enchanted_ or something, where you do whatever I say only when you're told directly?"

 _"No. I've just been...waiting. I didn't want to startle you."_

Peter forced his anxious mind to settle. His spidey sense was not being triggered.

"What do you mean, 'I am you'? I remember telling you this before. That's not true. _I'm_ me. You're a black slime monster."

 _"No," the symbiote retorted. "Well, not anymore, anyway. Alone, separated, yes. But together, symbiote and host, we are one. Therefore, I am you. You are me. We are us."_

Peter grimaced. "'Host'? I don't like the sound of that. Makes it sound as if you're _feeding_ off me, like some kind of parasite."

There was a pause, as if the black ooze was thinking. _"You do sustain me, but I do not harm you. Rather, I provide you with whatever it is you desire."_

This was beginning to sound sketchy. Still a bit shaken by the fact that he was talking to his costume like that was a normal thing, Spider-Man glared up at the ceiling. He could feel the symbiote gliding fluidly against his body.

"How could you know what I want?"

 _"I_ am _you. Do you not understand? Your desires are my desires. Why do you think I listen to you so zealously, obey your every thought? Because we want the same things."_

"And what exactly do you _think_ I want?"

A long silence followed before the unnerving voice returned. _"I think...you want power,"_ it finally replied. _"Power to protect people. Those you care about, the innocent, the hurting. You want the power to save them, like that father and his children from the fire."_ The symbiote's movement suddenly shifted directions. _"But not only that. You want the power to stop the men who are causing the pain. You want to be able to take them down before they destroy the city and the people you love. You want power because you know that even with all the strength you have now as Spider-Man, it may not be enough. You're afraid that you'll be beaten again as the Sinister Six beat you before, and that Fisk and Hydra will be too much for you to handle. You're afraid of letting everyone down, especially your team, whom you feel severed from, whom you want to prove wrong about all that you're capable of as a person and a hero."_

It was absolutely bizarre. It was like he was thinking to himself—the symbiote even talked in his voice—except every idea formed in his head was crisp and deliberate. It was like his conscience was speaking directly to him, telling him all the hidden truths of his mind, even if they weren't what he wanted to hear. Peter opened his mouth, closed it, then waited a moment before summoning a response.

"So...that's why you're here? To help make me stronger? Not to eat me or drive me insane or whatever the hell Fisk wanted you to do?"

 _"I was Fisk's prisoner, just as your friend was. I hate him as you hate him. All the hosts he tried to bond me with angered me, because they were not you, not of my blood. But now that I have bonded to you, my true home, my purpose is clear. All I want is to do your bidding, make you stronger, make us whole again."_

"You aren't planning on attacking me, like you did after that cross-species death concoction nearly killed me?"

 _"I was reckless back then. Naive, starving, desperate for a host. I've grown while away from your presence. I know now what we must be: bound harmoniously, existing as one mind, body, and flesh. Therefore, no, what happened before will not happen again. For Peter Parker we have learned vigilance, understanding, and patience."_

The room seemed vacant of life besides the two of them. The only thing punctuating the otherworldliness was the sound of steady breaths coming from the opposite corner where Wanda rested. After mulling this over for a moment, Spider-Man lifted his hand in front of his face again, willing the black slime to crawl down his palm. The pale, vulnerable skin seemed almost naked without it.

"You say I want power. What exactly kind of power are you offering me? Enough to defeat The Kingpin?"

 _"Enough to conquer whatever adversary you seek to overcome," the symbiote replied. "And the kind that has no limitations. We can be whatever you want us to be. Armor, weapon, disguise, tool, extension of your very being. The magnitude of power we wish to possess rests solely in your willingness to wield it."_

Peter felt he should be wary. The power this thing was talking about sounded ridiculous, unimaginable, yet incredibly dangerous if it were real. But for some reason, he wasn't afraid. And for some reason, he believed that the power existed. He could feel it: saturating his muscles, racing through his veins. He could feel it through the suit; a versatile enhancement to his already gifted flesh. The symbiote could do anything for him, whether it be giving him the strength to hold up a building or helping him pick a lock to save he and his friends from certain death. It was an invaluable asset. In that moment, uncertainty gripped him no longer. He needed the power it gave him to keep everyone safe, to defeat the enemies that sought to hurt his people, and to put to shame all who doubted Spider-Man's strength. The black suit needed him, and he needed the black suit. It couldn't be a more symbiotic relationship.

"So...I can trust you?"

He swore he heard the slimy creature laugh. _"The real question you should be asking is, can you trust yourself? If we can trust ourself, then we can trust us."_

Peter thought this over for a while, watching the pinkish sunlight stretch across the ceiling. Then he willed the inky substance to spread back over his hand, and he gave a small nod. "Alright, symby. You can stay with Spidey for now. At least until the Kingpin has had his whale-ass handed to him on a barge-sized platter."

The symbiote stirred happily. _"We are pleased with our decision. Now, from here on, our thoughts will be the same. No longer will we operate as separate beings, but as a single life form. We exist as one entity, one Peter Parker. We're sorry to say that we will not converse like this again. But whenever our power is needed, we will be summoned."_

Then, just as suddenly as it appeared, the voice in his head went silent. Or...had it? He couldn't exactly tell. It sounded almost exactly like the voice of his own mind. The two were startlingly difficult to distinguish between. For a moment, he questioned whether the entire conversation he'd just had was real at all, or just another figment of his jacked-up imagination. He dispelled the notion instantly, however. He refused to believe it was a fabrication. After all, the horrendous visions that had afflicted him so frequently before had yet to return since he had acquired the symbiote. Strangely enough, it felt like the suit had liberated his mind from them. No longer did he feel the damaging images lurking behind his eyes; rather, his head felt clear and fixated on reality. Had the black slime somehow driven the crippling anxiety and paranoia away?

He supposed there was only one way to find out. The exhaustion had settled back over him like a heavy blanket, and he felt himself yawn widely. With a sigh, he rolled on to his side and huddled close to the cushions, letting his eyelids slip shut. It was morning for the rest of the city, but not for Peter Parker. He'd spent the past week predominantly a nocturnal nightcrawler, with little to no sleep in between thanks to the haunting nightmares. Now, he hoped, was finally his time to be granted rest. Warmed by the symbiote bound to his skin, it wasn't long before he fell into a cold slumber. At last, the two figures—the Scarlet Witch and Spider-Man—filled the massive tower with the subtle sounds of grateful sleep.

* * *

"How dare he treat us like this! Like some kind of—some kind of— _expendable slaves!"_

"We're sunk. It's over. What's the point of even trying anymore?"

"Gah! I'm gonna knock his bald head clean off his shoulders!"

"What do we do now? Honestly, what do we do? I'm going to lose my inventions, my research, everything I've worked so hard for! Oh gosh, what are we going to do?"

A loud _clang_ suddenly jolted the men from their frenzied chatter, echoing off the metal walls of the large depository. The three-pronged claw that had caused the noise then lifted off the ground and flitted to the left in a dismissive manner. "Thank you, sir, for bearing such glad tidings. You may leave us now."

Sweating bullets, the Hydra messenger swallowed and nodded briskly before spinning on his heels towards the exit. The door rattled shut after he had left the warehouse.

"'Glad tidings'?" Adrian Toomes snapped at him crossly. "How the _hell_ could those be considered 'glad tidings'? You heard the kid; we've been axed! Dumped, discarded, severed from Hydra. All of our resources are gone."

"Our medics! The engineers! They won't be around to fix us up and repair our equipment anymore!"

"Not to mention we're no longer protected by the Big Man's police. What do yah bet they're headed this way to throw us in the slammer right now?"

"Gentlemen, gentlemen, _please,"_ Octavius interrupted calmly, suspending himself high on his four robotic tentacles. "You are all being far too dramatic. Can't you see how fortunate this news is?"

"Not really, Doc," Electro muttered, flexing his fingers inside the rubbery gloves. "If it wasn't for Hydra's scientists gathering me up and making me this suit, I'd probably still be scattered through the subway in a million little pieces. What are we going to do without them?"

"What are we going to do?" Octavius exclaimed mockingly. "Why, everything. Anything and everything we want! Don't you understand? All of you! We're free of that cursed man's control!" He whirled on the rest of the group, causing them to flinch. "You idiots! You cowards! Quit groveling over the luxuries we've lost and seize the opportunity we've gained!"

"And what is this grand opportunity that you speak of?" Quentin inquired uncertainly, polishing his cracked globe helmet. Octavius laughed out loud.

"Which do you think?" he scoffed. "The opportunity to do exactly as we planned. To complete the mission that overbearing deadweight cheated us out of! We band together, all of us, and use what we've created to show this city—this _world_ —what real power is! Every threat that dares oppose us—police, armies, costumed morons, even Hydra—presents no contest! Not when we combine our strength and follow our own agenda, free of the Big Man's interference."

"Wow. You seriously think we can do that?" Shultz chuckled dubiously. "Now, when we're all sunk to our lowest point? Yah must be outta yer' mind, sonny."

"And you all must be spineless worms," Octavius retorted, slamming a tentacle hard against the concrete. "The Big Man weighed us down, prevented each of us from reaching our maximum potentials. He kept us from killing Spider-Man, and instead claimed that honor for himself. He doesn't want anyone surpassing him in strength, in superiority, in image, and that, my friends, is the fatal flaw we must exploit. We _deserve_ to exploit."

The five men standing before him held the strange gaze warily, exchanging puzzled looks between them. But at the same time, an ember was igniting. An excitement, a rage, a purpose that needed to be fulfilled. Toomes stepped forward.

"But how? How can we—with our broken weapons, and no means to repair them—overcome our enemies? Overpower the Avengers, Hydra, everyone?"

Octavius chuckled. "I am the most gifted scientist on the planet. I will find a way to fix your equipment with what we have, or with what we can pillage discreetly. One way or another, I am going to make all of you more powerful than you ever were beneath that pitiful terrorist group. More than just your firepower, your brute strength, I will lead all of you as the greatest team of super beings to ever walk this earth. It is our minds that the world will grow to truly respect, and truly fear." His fiery gaze swept across the faces of his comrades, which had procured a newfound thirst for blood. "Will you follow me, gentlemen? And will you choose to reap the treasure that we, the Sinister Six, can and will unearth from those undeserving of it?"

The response was mutual and passionate. Doubt clouded their minds no longer as all at once, they agreed. Grinning widely, the eight-limbed scientist turned to the back of the warehouse. He typed a code into a small panel, and with a squeal of protest, the wall lifted upwards, revealing a dark, grisly workshop behind it. The room reeked of chemicals, oil, and potential waiting to be met. Brimming with eagerness, Octavius stepped inside.

"Then follow me, everyone. We've got work to do."

* * *

 _ **Yay evil. Sorry if these are taking me a while to write. I'm getting a little brother soon cuz my family's adopting so I've been spending lots of time prepping for that! I met him just this weekend for the first time and was very happy when he said he liked Spider-Man too! (Though really, pre-teen boy, probably the more appropriate fan age than 18-year-old girl XD) WHATEVER! But I'll keep trying to crank these chappies out, because the story's just getting interesting! See ya'll later! NGAAAAAAAH! (I know at least one of u out there is getting these references ;) )**_


	19. Chapter 19

_Disclaimer: "Underoos!" *thwip*_

 ** _Hey everyone. ;) Sorry for taking another 4 billion years to update, but I have been quite distracted lately. You know, new little brother, preparing for Haiti trip, Daredevil season 2 (my friends and I low-key binge-watched the whole thing in one day...no joke :O), prom coming up...oh yeah, and that thing where the new Captain America Civil War trailer came out and my PRECIOUS BABY FINALLY FREAKING SHOWED HIS BEAUTIFUL FACE AT THE END HOLY ACTUAL FRICK-FRACK-PATTY-WACK PEOPLE I'M STILL HYPED ABOUT IT! FINALLY FINALLY FINALLY SPIDEY IS IN MCU WHERE HE BELOOONGS AAAHHHH AND WITH AN ACTOR THAT'S AMAZING AND ACTUALLY A TEENAGER AAAAAHH AND WITH THAT BEAUTIFUL PERFECT SPIDEY SUIT AAAAAHHH MY POOR HEART CAN'T TAKE IITTTTGFYJFTYFTU_**

 ** _*ehem* anyhoo, basically all my geek dreams have come true. I hope some of you out there share my excitement on the matter, especially since you're reading this xover story. I have no idea how I am going to survive until May. But it's currently 1 am on a school night and I need to shut up now, so yeah. Here's a chapter. Yay._**

* * *

 _Chapter 19_

When Peter finally awoke, it was slow, untroubled. Not the heart-pounding, cold-sweating, terror-filled wakeup he was used to. His eyelids lifted lazily, squinting a bit in the bright light, and he stirred to life with a quiet moan. His body felt achy, probably from all the back-to-back beatings he'd taken throughout the night, but not nearly as much as one would expect. According to the sun, it appeared to be early in the afternoon.

Slowly, Peter sat upright, sluggish in the wake of heavy, dreamless sleep. He couldn't remember a time he had slept more soundly since...well, _ever._ It was amazing, rejuvenating. He felt ready to take on whatever other curveballs the day might pitch his way.

His eyes drifted down to the floor, where a bundle of red fabric sat at his feet. It took him a second to realize it was his Spider-Man costume, the old one, which he'd been wearing beneath the black suit all this time. It looked like it had been torn apart. Minus the missing mask and the glove on the other side of the room, the entirety of the stretchy spandex was scattered before him like trash across the carpet. He didn't remember taking it off. Had he done so in his sleep? He glanced down at himself distractedly, and was surprised to discover that he was stripped down to nothing but his tidy-whiteys. The symbiote was gone.

Peter hopped to his feet, startled. He glanced around, kicked up the red costume, shoved the pillows off the couch. _W-where did it go?_ he thought, growing panicked. He dug between the cushions, but again found himself empty-handed. _What happened to you?_ His breathing had grown rapid, hands jittery, and he turned back to the rest of the room, eyes darting desperately every which way.

Then, like a snake, Peter felt something lash out from behind and seize him by the ankle. With a yelp of surprise, he tripped forward and dropped to the floor, scrambling away before quickly rolling on to his back. His heart was hammering inside his chest, breathing sharp and ragged, and he stared down at his foot in terror.

Curled around his shin was what appeared to be a shadowy, clawed hand. Peter just about had a heart attack, wondering if it was the nightmares afflicting him yet again or something else entirely, until the black appendage began to morph—expanding and convulsing and spreading over his skin. As more of the creature slithered from under the couch, Peter sighed with incredible relief.

"Oh gosh, it's just you," he laughed nervously, voice still shaking a little. "You seriously freaked me out for a minute there."

With sudden tenacity, the symbiote sprawled across his flesh, enveloping his whole body in the dark film in a matter of seconds. The sensation was energizing, exhilarating, like a shot of adrenaline to the bloodstream. He stared down at his sharply defined figure, rolling and flexing his muscles contentedly.

"Huh. This sure beats having to worm myself in and out of those red and blue long-johns a million times a day. Suddenly the black and brooding style is starting to grow on me. Got anymore tricks up your sleeve?"

In response, the black suit receded off his head, feet, and hands. Then, to his disbelief, the ebony material shifted to brown and white, like the skin of a chameleon. In moments, the symbiote had transformed from the black Spider-Man costume into a pair of casual cargo shorts and a blank T-shirt, leaving him dressed as the inconspicuous, everyday Peter Parker would be. He stood in shock, blinking, then laughed.

"Holy _whoa,_ man! Ha! A secret-identified hero could get used to this! I can switch from Spidey to street clothes in seconds now! Hell, Aunt May won't even have to shop for me anymore!"

He gave the shirt and pants a tug. Amazing! They felt just like cotton, even mimicked the material's elasticity. He couldn't hide how impressed he was. This—this thing, this _creature_ he had meshed with: it had been right. Its usage was limitless, _invaluable._ He wondered what it could possibly be made of, what kind of mutated DNA it had that granted it such versatile abilities. It was fortunate its power was in his hands, under his control, and not available to a person with more hostile intentions.

After stretching the shirt comfortably over his frame, Peter stooped down and gathered up the tattered remains of the old costume into his arms. He walked to the closet across the room and kicked open the door.

"Guess I won't be needing this ol' thing anymore," he said, and dumped the shredded fabric into the corner. It was kind of sad, seeing the costume he had sewn himself after first becoming Spider-Man abandoned in a crumpled heap like yesterday's newspaper, but it was of no use to him now. Between the two, there was no contest. The sentiment and nostalgia attached to the well-worn suit no longer outweighed the benefits this upgrade provided him. Plus, it was tore to shreds. It was high time for Spidey to start sporting a different trend. _Guess I gotta start convincing the public that black is the new red and blue,_ he thought amusedly. Then he switched off the light and shut the closet door, a sense of revival gripping him.

A low moan to his left gave him a sudden start. He glanced towards the noise in surprise, and slow movement beneath the covers of the bed caught his eye. Oh gosh—he had forgotten she was there! With haste, Peter hurried across the room to her side.

"Wanda?" he whispered carefully, kneeling next to the bed. Her eyelids were scrunched shut tightly as if she was having a nightmare, and her hair was a mess of scraggly copper-brown. But at the sound of her name, her eyes hesitantly slitted open. She took a while to focus her murky vision, blinking hazily. But when the familiar face finally materialized before her, she slowly lifted her head off the pillow.

"Peter...?" she murmured back sleepily, and he sighed with relief.

"Thank God. I wasn't sure...I thought you might be conked out for good, after all that."

She stared at him in a daze a few moments longer, then gazed around the room, growing noticeably more panicked as she gingerly sat upright and kneaded at her temples. "Where...where am I?"

"Don't worry. You're safe. I got you out of that hellhole and brought you to my place. Well, er, my floor, anyway. Avengers Tower."

"Avengers?" she repeated venomously, releasing her forehead. "This...is their base? Why would you bring me here?"

"Fisk can't reach you here, and you needed a place to rest. I just...I wanted to take you somewhere I could protect you."

She huffed irately, brow creased. "Those bastards. I cannot stay here." With careless movements, Wanda whipped the blankets off her body and swung her legs over the edge of the bed. But as she leaned forward, a wave of nausea washed over her, and she stopped abruptly with a groan.

"Hey, hey, relax, okay?" Peter insisted nervously. Though she looked better than she had last night, her skin was still pale and marred with wounds only just beginning to heal. He could see splotches of red dotted across the sheets, and when he pressed his hand against her chest, he could feel feverish heat radiating off her neck. "Just take it slow. No need to rush anything. They're not even here anyway."

"Part of me wishes they were, so I could rip Tony Stark's heart out of his throat."

He sighed exasperatedly. "Don't say stuff like that. I thought we were through with this. I saved you from Hydra, so murdering my friends in return would just be rude. Didn't you ever go to cotillion?"

"I am grateful to you, Peter," she stated, voice steely, "but I still have my mission. And at this point, my brother...I do not know where he is, or what Fisk might have done to him. I have not heard from him since he was sent to California, and I imprisoned for treachery." Her eyes were glazed with pain and weariness. "I...I have to complete our mission, I have to carry out our vengeance. For my parents' sake, and for his."

Spider-Man studied her tired, hollow face sadly. "I don't think you want this. Not everything has to be carved in stone. The mistakes that were made—those happened a long time ago. Things have changed, and you can still choose forgiveness over revenge."

Hesitantly, Wanda lifted her gaze to meet his. Gentle red light flickered around her irises, which were rimmed with bloodshot veins indicative of exhaustion. He knew she was tired of this—chasing this hateful dream, which had only resulted in she and her brother suffering more than they already had. Killing Iron Man and the rest of his team was not going to solve their problems; it would destroy what little remained of their humanity. No, they needed to move on from this peacefully, and start working toward rebuilding their lives for the better. With her powers, though obtained in a rather unorthodox manner, Wanda could seriously help people. It was time for them to turn over a new leaf, and he was certain Wanda Maximoff knew that. Yet after holding his gaze a few moments longer, the reckless anger suddenly returned to her eyes.

"No, it is too late," she snapped helplessly. "We have sacrificed too much to get this far. I would be damned if I got all this way only to grant mercy to those who destroyed my family and my home. I am going to kill them. I _have_ to kill them. And you...you will not stop me."

Despite her malicious intentions, Peter was empathetic more than anything. He knew what it was like to hunger for vengeance, especially after what had happened to his uncle. But he had learned that that act was a one-way route to self destruction, a suicidal sacrifice of one's morality and soul, a sinister act of the heart that could never be truly reconciled. He couldn't let Wanda do that to herself or his friends, but preaching that fact to her was obviously not going to change her mind. She had to come to that realization on her own—that, or force Spider-Man to be her enemy. He didn't believe either of them wanted that.

Sighing despondently, Peter walked across the room and reached underneath the coffee table by the couch. "I will stop you if I have to. I don't want to have to, because I consider you my friend. But they're my friends too, despite all their mistakes, and you're not going to hurt them." His hand bumped the small medical kit, and after dragging it out and standing up, Peter marched back to her bedside. "But all that crap doesn't matter right now. Right now, you're the one that's hurt, and I'm going to take care of you."

He heard her scoff crossly, but he pretended not to notice. He grabbed a bundle of bandages and gauze from the box, along with a bottle of rubbing alcohol. When he pulled Wanda's jacket off and began inspecting her for injuries, she just sat there with a look of misery on her face.

"You have lots of little cuts and burns," he noted, dabbing some alcohol on to a cloth. "I'll just clean them off a bit so they don't get infected, maybe bandage the deeper ones, and we'll go from there, okay?"

He took her dejected silence as a "yes", and proceeded to dress her wounds. Slices, gashes, bruises, burns, everything that marred her pale skin. She didn't react much besides the occasional wince. Peter tried to joke through it the whole time to distract she and himself from the ugly pain, but even that didn't stir a response from her. Many minutes later, after flattening one last bandage against a scratch on her forehead, he decided she was acceptably mummified and stepped back to admire his work.

"There yah go. All done. You might look a little patchy—more so than Nick Fury, heh—but it should do well enough. Feel any better?"

She was quiet for a long moment, staring at the floor. "You...missed a spot."

He looked her up and down. "Oh, I did? Where at?"

After a hesitant pause, she slowly turned around and pointed to her back. "There, in the middle."

He stepped forward to roll up her shirt, but realized he didn't need to. The fabric with ripped almost all the way across in one clean tear. He took the material in his hands, and it was warm and wet to the touch. With caution he tore it open a bit more so he could reach the injury better, but held back a small gasp when it came into full view. A deep, raw gash, carved across her back in a sickeningly jagged line. Blood was dripping from it steadily, though it wasn't that easy to tell how bad it was because of the black dress she had on. The wound was much too deep just to slap a bandage over, and the fact that it was still bleeding after an entire night was very alarming. His fingers hovered above the damaged flesh, and he licked at his lips nervously.

"Oh. Uh, okay. Right. I'll—I'll take care of it."

"Is it bad?" she asked quietly. "It hurts a lot."

"N-no, it's fine," he replied quickly, shaking his head. "Well, er, I dunno. I mean, I think it's a bit worse than your other ones, but not too much. It just...it might need stitches is all."

"Stitches?" she repeated warily, then huffed. "Great. Go ahead and get it over with, then."

"Me?" he exclaimed with a start, then sobered up when she stared at him funny. "I mean, uh, if you're sure."

"You said it needed them, and I do not want to lose any more blood." She grabbed a needle and thread from the medical kit and handed them to him pointedly. "Do it."

He blinked for a second, silent, until finally accepting the instruments from her with skittish uncertainty. She faced away from him with her palms flat against the bed, waiting. Peter swallowed dryly.

"Alright," he murmured, and dragged a chair beside the bed. He mopped off the surrounding skin, doing his best to sterilize the wound beforehand, then placed the towel on the nightstand. He exhaled slowly, cleaned the suture materials, then found himself sitting there in a daze, eyes locked on the open flesh.

"I am ready," Wanda said levelly after releasing a breath. "Go ahead."

Peter's jaw was clenched tight. "Okey-dokey, then. S-sit still, okay?" He reached forwards, needle set between his fingers, but stopped with the tip sitting just above her skin. His hands had started to shake. He couldn't make them stop. Sweat was slipping down his face.

"Peter?" Wanda stated, glancing over her shoulder. "Did you not hear me? Why haven't you begun?"

"I'm...I'm sorry," he stammered, squeezing his eyes shut. "Just...taking a minute, preparing myself. A little shaky, that's all."

Her curious gaze traced over his face. "You have never done this before."

Peter chuckled pitifully, running the back of his hand across his forehead. "That obvious, huh?"

"Yes. And your thoughts." For some reason, a slight amusement had crept into her expression. "It is okay. You can do it. Just take your time."

"Now I think you're starting to trust me a little _too_ much," he laughed meekly. "I feel like I'm just going to end up hurting you more than you already are."

"You won't. I know you won't, because I need your help. You always manage to do things right when someone needs you."

Gingerly, Peter lifted his eyes to hers. He expected to see some sort of fearful or sarcastic innuendo in her face, but none showed. Her expression was soft and authentic. It was a genuine and surprising compliment. After studying her a moment longer, Peter's gaze shifted back to the deep gash scarred across her spine, and he sighed definitively.

"I seriously hope you're right, Wanda," he scoffed, then sat upright sharply. "Okay. Okay, okay, okay. _Whew._ Okay. I can do this. I can do this. Hold still."

She giggled quietly and turned away from him. Without allowing himself any longer to think about, Peter leaned forward and stuck the needle through the skin where the wound started, near the upper left of her back. Immediately he felt a tremor jolt through her and heard her hiss in pain, which scared him stiff for a second. But then he remembered how Matthew and Claire had helped him when he was injured, how they had forcibly sewed him back together despite how much it hurt, because they knew in the end it was their only way to help him. He had to have that strength and courage here and now if he wanted to help his friend. Or, at least, he had to try to mimic it, for both of their sakes.

And so he continued. He stabbed the needle through the other side of flesh, dragged the thread through, pulled it tight, then repeated. His stomach was turning, his hands were shivering, but he refused to let himself stop. Stab, drag, pull, repeat. Tiny beads of blood were bubbling up from where the needle entered. Wanda was whimpering through her teeth. His clammy fingers were dripping with red. _Stab, drag, pull, repeat. Stab, drag, pull, repeat. Dammit Parker, come on! You can do this._

It took him twenty minutes in total. The end product was a long, ugly line of spiky black zipped across her back—definitely _not_ a professional-grade job, but apparently enough to stop the bleeding. He wondered how the doctors from the movies always made this look so easy. Although his hands were still a shaky mess, Peter managed to wet a rag with disinfectant and press it against the wound a few more times before securing a large bandage on top by wrapping gauze all the way around her torso. When that was finished, Wanda dropped her shirt back over herself, clearly in a lot more pain than she was trying to let on, and Peter fell back into his chair, panting quietly.

"Done. Oh, thank God," he breathed, rubbing at his eyes. "Please, _please_ promise you won't ever get that hurt again. 'Cause I don't _ever_ want to do that...ever again."

She managed a laugh, stretching her arms out tentatively. "I really hope I don't, because that was probably worst stitch job I have ever received. You are worse than my brother. I thought it would never end."

He winced, stung. "I—I'm sorry, I just...I tried to warn you. Sometimes, with all this doctoring stuff, I just—I'm a freaking lightweight, and I—"

"You are fine, Peter," she said with a snort. "You did fine, I'm sure. Thank you."

He chuckled and wiped his hands off on the rag. "So, feeling better now? Want some aspirin or something?"

"I am fine, honestly," she replied, grimacing a bit as she turned back to face him. "But I really should leave now, before Fisk sends men here to kill me, or your wretched friends return. This is not the most discreet of hiding places, after all."

"No, just rest," he insisted. "Please. I'll keep you safe from Fisk. And as for my team, I doubt they'll show up here any time soon. They're probably busy tracking down your boss as we speak, or doing some other important thing without me, so it's very unlikely that they'll be coming back today."

Then, as if just to spite him, the sound of spinning rotors suddenly met his ears. Peter turned towards the windows and immediately felt his jaw drop. A sharp, intimidating airship was nearing the tower. Peter recognized it as the Avengers' personal Quinjet. As it drew closer, the engines on either wing angled forwards then down, slowing the aircraft's approach until it was hovering just above the balcony. Whirring steadily, the ship descended on to the landing dock, and the rotors spun to a sluggish stop. Wanda's eyes grew wide.

"Who is that?" she asked fearfully. "Are they Fisk's?"

"Uh," Peter stammered, watching the door of the Quinjet drop open and the familiar figures begin to sprawl out. "No. Not exactly. Evidently my quantitative reasoning skills suck."

Her eyes fell upon the flashy weapons and gaudy attire, and fire flared around her pupils. "It is them," she hissed. Instantly, Wanda dropped off the bed and began marching forwards, but Peter seized her by the arm.

"Stop! What are you doing? They don't know who you are!"

"Exactly. I will strike them now while their guard is down, before they discover my trespasses and kill me first."

"No!" he exclaimed, yanking her back and grabbing her by the shoulders. "Absolutely none of that is happening right now! I'll explain everything. I'll do whatever I can. Just let me handle this, and you stay behind me. You're not going to hurt them, and they're not going to hurt you. Got it?"

She exhaled lividly, hands balled at her sides, but by then the doors were being opened behind them. Six figures entered the room, and Peter spun around stiffly.

"Oh, uh, hey guys. What's happening?"

Steve Rogers, who stood at the front of the crowd, stopped abruptly. "Peter? What are you doing here?"

Peter shrugged sheepishly. "I mean, I own a floor of this building, don't I? Unless you've decided to just make it official and kick me off the Avengers."

"No, that's not what I...I mean, I thought you were still at your aunt's house, resting. I told you you should stay there, so I wasn't expecting you to be—" His soft expression dissolved suddenly, replaced by a rigid surprise. "Hey. Who's that?"

Wanda mouthed something bitterly under her breath, and Peter gripped her wrist tighter. "Oh, this is...Wanda. I think I mentioned her to you before, if you paid any attention at all to what I was saying."

Steve raised his eyebrows. "Wanda? As in, the freaky little witch lady? As in, the girl you said was trying to _kill_ all of us?"

"You told them about me?" Wanda hissed, red energy ghosting around her fingers. "I thought I could trust you, Peter."

"I wasn't going to let the fact that a magical, raging, murder-lady was on the hunt for my teammates go unannounced. Cut me some slack here."

"It does not matter. I don't want them all anymore." Her eyes burned maliciously. "Just one. Give me Stark."

"No, Wanda!" he yelled helplessly. "Please. I can't let you kill any of them."

Stinging guilt suddenly flashed across her face, and for a second he felt her reading his mind. Then Stark gave an offended huff.

"Oh my gosh. You too?" he groused, crossing his arms over his glowing chest. "The haters just keep on multiplying, don't they? First the speedy, Sonic-the-hedgehog-looking bastard, and now Ms. Salem herself. Are you two in cahoots or something?"

Jarred, Wanda's fiery eyes went wide. "My brother? He—he is alive?" She wrenched away from Peter violently and extended her hand. "W-what have you done with him?"

Tendrils of energy sparked from her fingers. Tony frowned surprisedly, and Natasha narrowed her eyes. "Wait. The Pietro Maximoff guy is your brother? Just how many enhanced people did Hydra create?"

"Where is he?" she screamed, coiling her fingers into rigid semicircles, but Peter held her back. "Tell me!"

After staring down the furious girl a few moments longer, Steve slowly turned around to face Clint, and gave him a small nod. He offered him a puzzled look, eyes switching between he and Wanda, then sighed and walked back on to the balcony. He vanished into the Quinjet, gone for a minute at most, then reappeared with a man slung over his shoulder. He entered the room and laid the man on the floor in front of her, and Wanda gasped.

"Pietro!" she cried, breaking from Peter and sprinting forwards. She dropped to the ground beside him, lifting up his body and cradling his head. He was limp and silent. "Oh, my brother, my brother! What have they done? What have they done to you?"

"Calm down, Miss," Cap said carefully. "We picked him up in California, when he and a bunch of other Hydra-friendly were attacking Pym Tech. He put up a fight, so we've kept him sedated, but it should be wearing off soon. He's perfectly fine."

Wanda hugged him fiercely, tears gathering in her eyes. "Oh Pietro, my brother. I am here now. You are safe. I am so sorry..."

Peter watched the two siblings with sympathy pricking at his heart, pleased that Wanda was distracted enough for the time being to not kill his friends, then lifted his gaze to Steve. "Why was he in the Quinjet with you guys?"

"We were planning to transfer him to a different holding facility, since he practically destroyed the first one we placed him in. Guy's awfully persistent, I'll give him that." He turned to Natasha. "Keep an eye on them in case they try anything funny. We'll deal with that in a bit." She nodded curtly, trailing the pair as Wanda carried her brother to the bed using her witchy powers, and Peter cleared his throat.

"So, uh, what are you guys doing here? I thought you were all tied up with muckraking bad guys and talking about how crazy I am behind my back."

Tony scoffed amusedly. "We are, actually. Not with the gossip thing, but we've been working on finding this 'Fisk' character you keep bringing up. Hydra seems to have gone dark since the California attacks, and all of the men we managed to capture bit down on cyanide pills hidden in their teeth before we could probe for information on their boss. Well, all besides speed-butt over there, but he would zip his way out of all his restraints before we could even get around to asking. So overall, today hasn't been all that productive. Not even Jarvis can dig up any deets on ol' Fisky. Are you _still_ absolutely sure this guy is for real?"

Peter chuckled mockingly. "Uh, yeah, pretty sure. While you guys were off chasing wild geese, I paid a visit to Fisk's secret underground base. You know, the one beneath the Hudson that all of Hydra's profits, weapons, and men funnel in and out of? Oh, to be informed."

"What?" Steve exclaimed, blinking in astonishment. "Are you serious? A facility, underground? How—how did you find it? How'd you even know a base was _there?"_

Peter bit the side of his cheek. "Well, uh...I sorta met someone who works for them. She helped me find it, break inside, and get Wanda out. Fisk was holding Wanda hostage and torturing her because she was protecting me, keeping my identity a secret and all. I just wanted to help her escape, but ended up discovering their entire evil headquarters in the process. Did you know they still require their henchmen to wear those _awful_ uniforms? I felt like a itchy, sweaty pickle skulking around in that thing."

"You mean, she helped you?" Natasha asked, motioning towards Wanda with her head, who was busy petting her brother's wispy white hair. "I thought this one hated the Avengers. Why would she try to protect you?"

"I guess I made a good first impression. But she still kinda hates all the rest of you, if that wasn't clear."

"I think that is the least of our worries," Thor interrupted sharply. "We have located our enemy's base, yes? We should go there now, and vanquish them entirely."

"Agreed," Clint concurred. "So where'd you say the entrance was to super-secret Nazi land?"

"You can't just go barging in and blow up the place," Peter said crossly. "It's underwater, _underground._ Plus, they're holding prisoners down there. Young girls, kids, loads of them. Stolen off the street or from their families. That facility is the base of their human trafficking ring, and if they see you coming, they're going to use them as hostages, and some of them might get hurt. Saving those people takes priority over beating up bad guys. Alright?"

Tony chuckled. "Demanding little arachnid, isn't he?"

"Well, I've got to impose my will around here _somehow,_ since clearly by saying 'we should go now' you all mean 'everyone but Spidey should go now', correct?"

Captain America shook his head slowly. "I don't understand, Peter. I thought you were...with that mind sickness, I thought you'd still be—"

"Psychotic?" he finished coldly. "Useless, untrustworthy, capricious, insane? Go on, pick one; these are some SAT-level suggestions I'm dishing out here. Or did you have your own _special_ way of phrasing it in mind?"

"Are you telling me you're better now? Or did you go breaking into this underground base while still seeing things?"

There was genuine concern in his voice, which Peter wasn't expecting. He held Steve's worried gaze for a moment, quickly taking notice of the others' as well, and felt his bitter front crumple away, replaced by a poignant guilt. His eyes fell to the floor, and he sighed quietly. "No, I didn't. I think I'm better now. Maybe. It hasn't happened since I got the sym—er, well, for a while now, so I think I'm okay." It struck him suddenly that his Avenger friends knew nothing of his spiffy new suit, along with the mysterious powers it gave him. Nobody did. It would be weird—trying to explain to them how he was wearing a _living creature,_ how it was made of his own DNA, and how it was an invaluable asset, especially when Steve knew about the haunting dreams Peter had had involving a similar black slime monster. He doubted they would believe his theory that the suit was repressing the nightmares from his mind—though that's kind of what it felt like. He thought that he'd have to ask Wanda to try and fix his little tick somehow, but that no longer seemed necessary. The symbiote had taken care of it. Although, in a way, he could still feel the nightmares' presence: the paranoia, the anxiety, the fear, whispering in the back of his skull, like a lost memory clawing to be revived. But since he had accepted the suit, those ailments had yet to escape from the tiny prison they seemed to be caged in inside his head. He couldn't deny how unbelievably relieving it was to be free of that constant, crippling terror. And yet, no matter how much better he felt now, with the symbiote guarding his thoughts, he couldn't shake the feeling that something was still off inside him. There was something there: strange, almost unsettling, that just didn't seem right. He couldn't exactly pinpoint what, though. He eventually concluded that he might never be back to his old self, and that he may just have to live with this peculiar sense of uncertainty always lingering over him. Oh well, better that than being a miserable nutcase.

But it was then that Peter realized he probably shouldn't tell them. In reality, he probably shouldn't tell anyone. The symbiote was a strange and powerful entity, something even he barely understood, and it would probably scare them. He didn't need any more confusion warring between himself and the Avengers than there already was. Plus, it was fairly plausible that they might try to take the symbiote away from him, especially a certain pair of mad scientists he knew, and he did _not_ want that to happen. Snapped back to reality, Peter noticed Steve had narrowed his eyes, and he added, "I know I haven't been very reliable lately, and that I haven't been all that honest about it. But I promise I'm telling the truth this time. I really don't think those nightmare-vision thingies are going to be a problem anymore."

Captain America's scowl softened a little, though there was still a tinge of suspicion in his eyes. Before he could respond, however, Tony shrugged.

"Well, whatever you decide to do, I've got something I think you should see first." The billionaire dug around in his pockets for a moment before retrieving a bundle of crumpled photographs. He handed them to Peter, who gave him a curious look before accepting them warily. After thumbing through a couple in the stack, he frowned.

"What's all this?" Peter inquired, running his finger along the crinkled edges. The pictures looked freshly printed, just poorly handled.

"If it's what I'm thinking, I guess you could say all efforts on our part weren't a total bust after all. A buddy of mine—lives on the outskirts of the city—emailed me those pics this morning, saying that his warehouse was attacked. Lately, he's been helping me with all my imports: metals, alloys, oils, compounds. Basically, any raw elements I need for my projects go through him first. But right after my new shipment of goodies arrived late yesterday night, my buddy woke up to find his depository half-destroyed and completely empty! The poor soul had been robbed, and all my stuff was taken. And according to those photos, it doesn't look like your typical panty-hoes and potato-sack housebreak."

The images were of said depository, which looked as if the roof had been torn through like tissue paper. Windows were shattered, tables were overturned, and the walls were decorated with deep gashes and dark indents. Peter flipped through a few more of the photos interestedly, until one in particular made him freeze. It was a picture snapped of the floor, where a carton of oil had been spilled. And just to the right of the spill, on a contextually clean spot of concrete, was a single giant stain. It looked like a stamp with a circle in the middle and three long triangles fanning out from the center. _A footprint_ , he realized, and it hit him suddenly what it reminded him of. A chilly morning, a gag-worthy haircut, and the sound of four metal limbs pounding the earth, snaking around his body, thirsting for blood.

"Doctor Octopus," he breathed, staring at the image blankly. "That's his...oh no."

"Doctor who?" Tony said curiously. "You mean Octavius, right? I was thinking the same thing. He was part of that evil boy band that attacked the city while we were gone; the guy with the freaky arms. I thought that pattern looked familiar."

"It's him. It's definitely him. I didn't think..." He flipped through a few more pictures distraughtly, until finishing off the deck. "The Sinister Six must still be out there somewhere, or whatever's left of them. And if he's stealing resources, then they must have an objective in mind. My assumption is nothing good."

"You think they're still working for Hydra?" Steve asked, arms crossed over his broad chest. Peter stared out the window nervously.

"I dunno. But that...that doesn't matter. These guys are seriously dangerous, and if they're planning to attack the city again, I've got to try and find them, and stop them before they can hurt anyone else." He was restless suddenly; he needed to go now, he needed to get out ahead of this. For the first time in the extent of this entire stupid drama, Spider-Man had the leverage over his enemies. Before now, Wilson Fisk, Hydra, and the Sinister Six had always been one step ahead of him, always beat him to the punch, but not this time. He couldn't lose to them this time. He wouldn't allow it.

"What's your buddy's address?" Peter asked, handing the pictures back to Tony. "I need to pay him a visit, see if I can dig up any more clues. Maybe I can find out where Octy and the squad are hiding before things get bloody."

Stark narrowed his eyes. "Seems a little...ambitious. Going after them so early, by yourself. Why don't you let one of us tag along, huh? In case you weren't aware, Spidey, we're all on the same team here. Situationally, and literally."

Peter scoffed quietly. "Sure, sure, whatever you say. As much as I appreciate all of your desperate attempts to sweep recent history under the rug, I'm not in the mood to go in circles here. Because, in a sense, you're right. But in any case, I need you guys to do something else for me." He swallowed rigidly, struck with a sudden sobriety. "Those people I mentioned before—the ones held prisoner in the underground base? I want you guys to get inside, find them, and break them out. They're being treated like animals in cages down there—neglected ones at that. They need to be rescued, or they'll all either end up dead or in the hands of some fat cat pervert, which is probably worse." He regarded them all with a sweep of his gaze, eyes pleading. "Please. That's where I need your guys' help the most."

They looked surprised, startled almost, at the desperation in his voice. And he meant it; Peter was smart enough by now to know that he couldn't take down Wilson Fisk and all of Hydra on his own. His pride wasn't going to stand in the way of that—not when innocent lives hung in the balance. After a moment in thought, Clint set his bow against his shoulder.

"Don't worry, webs. We'll take care of them, alright? And while we're at it, maybe we can finally meet this Fisk fellow, and I can jam an arrow firmly up his Nazi-kissing ass."

Noticing the quirky grin pulled up at the corners of his lips, Peter chuckled lightly. "Alright. Thanks. Just...try to do that without killing him. So far, there are only two entrances I know of: an abandoned pier site, just south of the Hudson River Greenway, beneath this weird little lighthouse at the end of one of the docks, and an elevator-thing concealed inside what looked to me like a sewage runoff, somewhere west of Riverside Boulevard. I suggest gunning for the latter, because that'll lead you to directly where the kids are being held."

"Good," Natasha remarked. "I think the majority of us prefer taking the elevator over the stairs anyway."

"We'll map out a plan of attack," Steve said resolutely, "and let you know when we're ready to strike. If you were able to break inside and get away with one of their advanced, I'd imagine their security will be upped by the time we make our move. We'll need to be precise about it."

Peter nodded. "Gotcha. And I'll—I'll let you guys know, if I find any info on the Sinister Six." It wasn't exactly a cure-all to the skepticism still tangible between them, but at least it was a start. At least they were all working together again. Now that the freaky visions and wild accusations were behind them, perhaps there was a chance they could all find their way back to trusting each other again.

"Pietro!"

Wanda's cry startled them from their nit-picky conversation, and they all turned around. The young woman was bent over her brother with her hand against his back. To everyone's shock, he was sitting up now, blinking groggily.

"W...Wanda?" he yawned, rubbing at his eyes. His hair was a mess of stringy, whitish-blonde tangles, and his movements were sluggish, confused. He shook his head, focusing his blurry vision, then reached up and touched his sister's face. "You...you are here?"

"Yes, brother. I am here. We are together again." Her voice was choked with emotion, and she wrapped him in a fierce hug. "That is all that matters now."

After a moment of astonishment, he hugged her back, eyes still wide with disbelief. "I thought...I thought for sure after they captured me, that I would never—" Then he regathered himself, squeezing his eyes shut. "I'm just...I am so relieved to see you again."

The twins embraced each other a short while longer, two halves finally reunited, until Pietro's icy blue eyes fluttered open once again. His gaze traced across the odd room they were in, the bed he was set upon, until finally falling on the group of people observing the scene from a distance. His brow slowly knit together, and he released his sister.

"Wanda...?" he murmured, voice growing shaky. "Are we...are those...?"

"It is alright, Pietro," she insisted softly. "You are safe here."

Pietro stared at his sister like she was a stranger. "Safe? In this tower, with the _Avengers?_ Have you gone crazy, Wanda? Those are the bastards that captured me, held me prisoner, injected me with sleeping drugs! And our _parents_ —"

"Fisk has done worse to us and you know it. At least we are away from him, free. I would rather be here with them than back there with that demon."

"Worse than murdering our whole family right before our eyes?" he hissed, throwing the blankets off himself. In that moment, he zipped to his feet in less than a millisecond, moving at a speed Peter didn't know was possible. "No. You are wrong. They have more than hurt us, Wanda; they have _destroyed_ us! Our lives, our family, our home, everything! Don't you remember why we _came_ here, why we chose to work under that fat asshole in the first place? They are the true demons, and it's time we sent them back to the pits of hell they came from!"

Then he flew at them—a streak, a shadow, a blur, barely even visible in the split-second it took him to traverse the room. His spidey sense had hardly even begun to flicker by the time he was upon them, fist flying towards Peter's face. He gasped with a mixture of shock and fear.

But it didn't strike him. Hardly an inch from his chin, Pietro's whole body had come to a staggering halt, and they all sat stunned. Shaking, eyes wide, Pietro stood frozen in disbelief.

"W-Wanda?" he stammered, breathing harshly. "What are you...?"

She had stopped him. His body was enveloped in a cocoon of red energy, which barely managed to keep his incredibly fast figure still. The magical beam flowed from Wanda's fingers to Pietro's form, and she was shivering with effort.

"Stop it, Pietro," she told him strenuously. "It is over."

Straining, he managed to look at her over his shoulder. His eyes were desolate with disbelief.

"What is wrong with you? Have you lost your mind?"

"I'm sorry, brother," she said ashamedly, "but I cannot let you kill them. Not anymore."

"Are you kidding me? We have to finish this! We have to finish what we started! Nothing is over until they are dead!"

"And then what?" she countered. "What happens after they are dead? Will our parents be resurrected? Will our home return to us? Will we be able to move on with whatever pathetic lives we have left to live, once the Avengers are gone? No, Pietro! Nothing will change, and nothing will be fixed. All that we will cause is more suffering and mourning. I cannot do this anymore, Pietro. We...we have to let go."

"You expect me to forgive them?" he spat lividly. "You expect me to just forget everything they put us through, to let them get away with all they have done? You are insane, Wanda! Who will mourn the loss of these bastards, when all they ever do is create suffering and death?"

Her eyes suddenly shifted to Peter. "Their families, the people they have saved," she said softly, "and the people they won't be able to save if they are gone."

With a quick jerk, Pietro tore free from her grasp, then sped up to her side, hands curled into fists.

"Have you been brainwashed? You are a disgrace, sister!" He shook her violently by the shoulders, and she grimaced. "The Wanda I knew would never say that!"

Wincing beneath his hold, she stared up at him solemnly. "The Wanda you knew would have died if Spider-Man had not rescued me."

Pietro scoffed in disgust, throwing Peter a sideways scowl. "So now you think you are in debt to his whole team, then? Well, screw Spider-Man and all the rest of them! Let's just destroy the real snake: Tony Stark."

A spark of red suddenly flashed in her eyes, and he watched her vengeful gaze lock on Tony's face. Her expression was savage, and the sound of hands curling around guns and breaths growing sharp met Peter's ears. For a terrifying moment, Peter thought an all-out brawl was about to ensue over the life of their genius, billionaire, playboy, philanthropist. Then, once more, her vision switched to Peter's startled, pleading eyes. Slowly, the hateful passion dissipated, and her face went downcast.

"No. Not even him."

 _"What!?_ Why the hell not?"

"Because Peter sees him as a friend. And killing him would make Peter feel like he was losing a part of his family. I cannot make someone I care for feel that same awful pain as we felt, Pietro. And I will not let you do that to him either."

A silence blanketed the room for a moment. Peter was shocked at her words; he hadn't at all expected it would be _Wanda_ who would end up petitioning Pietro to not kill the Avengers. He had no idea he could instigate such a revolutionary change of heart. He watched speechlessly as her brother's furious glare melted a little at her words, and his grip on her shoulders softened. Slowly his eyes drifted over to Peter, taking in his startled face for a while, then back on to Wanda. His forehead was wrinkled deeply.

"Is this...love, my sister?"

Immediately, Wanda's gentle expression dropped, and her cheeks flushed with color. "W-what?" she stuttered, blinking rapidly. "N-no! That is not what I—I mean, I was only explaining how he—" She glanced at Peter out of the corner of her eye, then pushed a hair out of her face embarrassedly. "I care for him, yes. But not—not as you imply. And anyway, he already has a, um...a girlfriend."

It seemed to Peter like he was watching the present drama unfolding before him from behind a television screen, as he had felt relatively detached until this point. Meeting Wanda's bashful gaze for only an instant, he, too, felt himself blush a little, and became aware of the many eyes trained on him perplexedly. Pietro studied her closely, almost amusedly, even, before scoffing under his breath. "I cannot believe it. So you're telling me you want us to give up on everything we have done to get here, everything we have sacrificed, just because you have grown fond of some boy you barely know? Is that seriously what you are suggesting here?"

"No, Pietro," she insisted, regathering herself quickly. "I want us, for once in our lives, to do the right thing. To choose to honor our parents with our lives, instead of throwing them away in vain attempt to avenge them. I don't want rage to fuel every one of my actions anymore. I just want to be free to use what I have for good from now on, instead of exploiting it for my own selfish desires." She laid her hand against her brother's cheek. "I want us to have purpose, Pietro. And doing this—it will shatter it. So please, brother, for my sake—let us be done with this. Let us be free from this torturous existence, before it destroys us both."

Pietro held her desperate gaze, brow still furrowed in frustration. There was so much warring inside his mind, so much anger clawing to be let loose. He was famished for revenge, and she understood it. But it was a draining hunger, one she knew now could never be satisfied. She wondered if he would ever find it in his heart to understand her pleas. Then, swallowing painfully, he took her hand from his cheek and held it gently, surveying her face a moment longer before releasing a strenuous sigh.

"Come on. We are going."

Without waiting for a response from his stunned sister, Pietro scooped her into his arms and held her close to his body. He turned to face the group across the room, all of which were still watching, intrigued. Natasha, however, raised his finger into the air.

"Um, as touching as all this has been, we can't exactly allow you two to just _leave_ —"

"Do not talk to me, not a single one of you," he snapped viciously. "I still hate all of your guts, and want to see them painting the floor for what you have done." His eyes locked on Tony. "Especially you, ass-face. I promise this is not the last you will see me. But then again, maybe it will be. Because I will return, and I can guarantee: you will _not_ see it coming." Then he smirked at Natasha. "Oh, and you say we cannot leave? Well, sweetheart, just try and stop me."

In a streak of silver, the man and his sister went zipping down the stairs, gone before any of them could even blink. They were past all ninety-two floors, out the doors, and three blocks away in less than a minute, and Peter quickly understood why he had been such a difficult prisoner to contain. _Damn. Hella fast indeed._

A pang suddenly struck him when he realized that Wanda was gone, and that he hadn't been able to say goodbye. He hoped they would be alright, what with Fisk's men still likely perusing the city in search of them, but readily concluded that they would be. He seriously doubted many could match the power those two had when operating together.

"Alright, that was weird."

"Yes, very."

"Couple of enigmas, those two."

"I dunno which one's freakier: Elphaba or Speedy Gonzales."

"Should we send somebody after them? Kid did kinda threaten us, after all."

After a moment in thought, Steve shook his head. "Nah, let them go. We've got bigger issues to worry about."

At his words, Peter perked up. "Yeah. Speaking of, I think I'll head home now. Gwen will probably be pissed since I told her I'd hurry back, but I gotta face her wrath sooner or later. I'll start my sinister scavenger hunt bright and early tomorrow morning."

"Alright. We'll start working out our plan as well. See yah soon, Peter."

Peter nodded curtly, then noticed Tony was smirking at him.

"Thanks for winning over that little witchy's heart, by the way. I thought I was going to have to sear a hole through both of their Sokovian faces, but Spidey clearly had it covered with your irresistible, boyish charm. Are you sure Gwen's not going to be pissed over the fact that she may have some competition?"

Peter felt his ears go red. "N-no, it's not like that, honestly. It's just—we both saved each other. We're friends, that's all, and I guess my goody-two-webs-ness has finally started rubbing off on her. I just hope it sticks, and that her brother catches on, before you wake up with your head literally shoved up your ass."

At that Tony grimaced. "Yeesh. Thanks for the vote of confidence, Spidey." He turned and lifted his watch to his mouth, mumbling something to Jarvis about "upping security measures by 110%".

Grinning sheepishly, Peter opened the door to the balcony. "Yeah, you have fun with that. Later, peeps." Then, without thinking it through, Peter willed his costume to life, and in an instant the symbiote transformed from innocuous street clothes back to its original black color. The dark matter spread across his arms, legs, and face, until Peter was fully adorned in the sleek, sable Spider-Man suit. It wasn't until he noticed Bruce Banner gawking at him that he realized his mistake.

"What on Earth?" Bruce stammered, stepping towards him and adjusting his glasses. "Did I just—did your clothes just turn into that costume?"

"Oh. Uh..."

"Whoa, Spidey!" Clint exclaimed excitedly. "Those are some killer new threads, kid. Since when did you switch from the Fourth-of-July theme to going all dark and edgy?"

"I...um..."

"That isn't one of the suits I made you," Tony noted, appearing both impressed and confused as he looked him up and down. "Where the hell did you get that thing? And how the hell—did he say your regular clothes _transformed_ into that costume?"

Peter swallowed nervously. "Well, I..." he faltered, noticing the shocked expression plastered across Steve's face. Then he shook his head and stepped through the doorway. "It's nothing fancy. I'll just—I'll tell you about it later. I gotta go now."

Not wanting to be questioned further, Spider-Man shut the door behind himself and sprinted across the balcony. With a hop and a flip, Spider-Man leapt off the tower and out of sight, abandoning all the Avengers who were left inside, blinking perplexedly.

* * *

It was dark by the time he departed. The sky was a body of starless waves, brushed and swirled with deep, mysterious colors. And he, a mere speck in its consuming wake, was nothing more than a drop in an endlessly expansive ocean.

Spider-Man soared above his city a boy gripped with anxiety, unable to appreciate the dazzling sights glaring at him from every angle. He feared what diabolical schemes the Sinister Six had planned for his home, and the suffering that would result because of it. He feared his inability to defeat them again, and to protect the people he loved.

Then, with a start, Peter felt the suit suddenly stir against his flesh, as if reminding him of its presence. _The symbiote,_ he thought, enriched by the feeling of it enveloping his body, gilding his skin. _That's right. Maybe I don't have to worry about being outclassed anymore. Maybe, with the suit at my command, I'll have the power to overcome anything those bozos throw my way..._

Then his phone started to ring. This was odd, for he thought he remembered having left it on the counter of his floor in Avengers Tower. Nonetheless, it was buzzing, though he couldn't possibly imagine where it was being stored inside the skin-tight suit. He patted at his body confusedly until his hand brushed his waist, where he'd normally store his phone behind his other costume's utility belt. Instantaneously, something hard bumped his finger, and he looked down to see his cellphone materializing out of the black ooze, as if it were being stored without taking up any space. Puzzled, but also very much impressed, Peter answered the call with a swipe of his thumb and held it up to his ear.

"Uh, hello?" he said hesitantly, buoying on a bio-cable with his free hand.

 _Hey, bro!_ the familiar voice replied, overflowing with its usual enthusiasm that Peter couldn't help but smile at. _It's your ol' pal Eddie Brock from the Bugle! We haven't talked in awhile._

"Hey, Eddie! Ha, it's good to hear from you, man. But it hasn't been too long, has it?"

 _Are you kidding me? I haven't heard a peep from you since we got paid for that kick-butt article about sparky-sparky boom man! That was, what, four days ago? Three at the least. I've been having to deal with Jolly Jonah here all by myself! Where have you been, bro?_

Peter laughed skittishly. "Well, uh, I've just been busy is all. Scrambling all over the place, doing this and that. Haven't really had much time for freelance photography lately, and all the stuff I've managed to shoot has been crap." See, that wasn't a total lie, right?

Eddie snorted. _Well, it's been a beat-down around here without you, bud. But I guess I've had better luck than you shutterbug-wise, 'cause Jameson let me borrow a retired employee's old camera yesterday, and I think I've got the story of the century here that's gonna end with another much-needed cash out!_

Spider-Man blinked in surprise. "Really? Wow, that's—that's awesome, bro! Wish I could be there to help you with it. What's it about?"

Eddie scoffed loudly. _Don't worry, bro. You'll know soon enough. Guaranteed, by the end of this week, every paper in town will have my article smacked across the kisser, front page baby. You can read all about it then, while this guy's raking in the green._

Peter chuckled under his breath. "Alright. I'm sure it'll be awesome. Again, I...I'm sorry I haven't been there, having your back and all. I'll try to get with it as soon as possible. Don't you dare rim Jameson's coffee mug with Nair until I'm back, okay?"

Eddie busted out laughing for a solid minute before finally responding. _You got it, bro. See you soon!_

"Yeah. See yah."

 _Click._

As Spider-Man swung above the city, and as the symbiote engulfed his phone again, seeming to make it vanish magically, like the inside somehow mimicked the physics of the Tardis or something, he wondered when exactly he would be able to fulfill his promise to his loyal friend. If, that is, with all that he had left to conquer, he would ever be able to at all.

* * *

 _ **Ya'll, I wish I had recorded my reaction to the trailer. I screamed like a freak and proceeded to watch it around 16 more times. Then my friend and I watched marvel movies all day to quell our marvel withdrawals. Do I have issues? Maybe. Are they unhealthy? Probably. Do I care? NO! I'll try to get the next chapter out quicker this time, but no promises. At least now that I'm finally done with basketball (finished 2nd in state baby whoop) I have more time. So yeah, see ya'll laters...review maybe? ;D**_


	20. Chapter 20

_Disclaimer: Roses are red, violets are blue, Peter can do whatever a spider can do_

 ** _Have you guys been reading the reviews critics and such have been posting about Civil War? Omg, they're all sooo good! Plus, nearly all of them mention how AMAZING Tom Holland is as Peter/Spider-Man. My poor heart can't take it. THREE MORE WEEKS PEOPLE THREE MORE WEEKS!_**

 ** _This chapter took so long btw because I literally wrote the whole thing, then realized I hated it, and then re-wote the whole thing completely different all over again. Kill me. This version is so much better though in my opinion, so hopefully it's worth it :)_**

* * *

 _Chapter 20_

Peter didn't remember Gwen being in his bed when he'd crawled into it and conked out last night. And yet, the next morning, when he was stirred from his second consecutive night of dreamless sleep, there she was: curled against his body like a kitten with her arms wrapped delicately around his torso. Upon discovering her, Peter sat up in surprise, though slow enough as not to wake her. She was out cold, sighing softly as steady breaths slipped from her lips, and a small smile spread across his face.

 _Aw, she's so cute,_ he thought to himself, laying his hand along the small of her back. It rose and fell against his fingertips, and radiated with gentle, tender warmth. _I wonder how long she's been here, waiting for me._

He laid beside her for awhile, simply admiring her angelic beauty. Her presence alone always managed to soothe his troubled soul, and in the most trying of times, her lightheartedness always brought a smile to his face. And in that moment, while soaking in her fragile perfection, Peter was reminded of why he loved her so much. She was the one spot of consistency in his totally crazy life, the single root of faith keeping his hope in humanity alive. Nothing meant more to him than keeping her safe. She gave him sense a purpose that even he could never fully understand, and through every daunting feat—knowing amidst all the superhero insanity that she was back at home, anxiously awaiting his return—he was saturated with all the reason in the world to keep fighting the good fight, and to keep surviving so he could see her again.

Peter's fingers dragged delicately up her spine until reaching her neck, which was blanketed in a waterfall of curly blonde hair. He lifted his hand and brushed her bangs away from her face, adoring the light freckles speckling her forehead and nose. _I wish I were as strong as you, Gwen,_ he thought as he ran his thumb along the contours of her cheek. A melancholy ache flickered in his heart. _I wish I could always be there for you, as you are for me._

At his touch, she stirred suddenly, arching her back and releasing a moan. As her muscles tensed, Peter felt her fingers coil tighter around his midsection, which was bare due to the absence of the symbiote. Her nails digging directly into his skin tickled _horribly,_ and it took every ounce of his willpower not to leapt from the bed. He couldn't contain the startled laugh that reflexively jumped from his throat, however, and Gwen's eyes slowly fluttered open at the sound of his voice.

"Hmm?" she murmured, lifting her head and blinking sluggishly. Her bleary vision took a minute to focus on the familiar face gazing down at her. "Oh, Peter. You're still here?"

"H-hey, Gwen," he giggled sheepishly, prying her fingers from his belly and interlacing them with his own. "Sorry, I wasn't trying to wake you up. You've got a serious grip there."

Gwen smiled and sat up beside him, laying her head on his shoulder. "I figured you'd be gone by the time I woke up. I don't know when you decided to become such an early riser, but it's a nasty habit I insist you start breaking."

He shrugged skittishly. "It's not by choice, I swear. If it were up to me, I'd sleep until noon every day. Too bad the world keeps deciding to be imperiled before dawn breaks."

Her hands were soft against his hard, callused ones. "Well, I'm glad you stuck around this time. You're like a big, huggable furnace. I hope I didn't annoy you last night—you keep this room so cold, I had to cling on to you just to keep from freezing to death."

"Nah, you were fine. Oh, wait, except for your _unbearable_ snoring problem. I mean, holy _crap_ , Gwen _._ I think I woke up in a panic like six times, thinking I was sharing the bed with a ravenous beast."

She laughed authentically, which warmed Peter all the way to his toes. "You're _lying,_ you jerk. I don't snore! Well, I mean…at least I don't think I do. Right? You _are_ lying, aren't you?"

He chuckled, and tilted her chin up with his forefinger. "Nope. Complete truth. I'm ninety percent sure I'm dating a grizzly bear."

Gwen giggled brightly as Peter kissed her on the nose, and her cheeks grew rosy with color. "Well, I probably slept better last night than I have in months, knowing that you were here with me, safe. So that's partially your fault."

Peter's smile fell a little. He gazed into his girlfriend's hypnotizing eyes, which were like two brilliant emeralds blinking back at him, and pushed the hair hanging in her face behind her ear. "Yeah. I'm sorry for worrying you. A bunch of craziness ensued right after I left, and I got back way later than I was expecting."

She shrugged her shoulders dismissively, pulling at the sleeves of her sleep shirt. "Did you save your friend at least? Is she alright?"

He sighed, then nodded. "Yeah. It was a tricky feat, but we busted her out of Fisk's secret base and got her back to her brother. She was in pretty bad shape, though—those Hydra guys did horrible things to her to try and make her talk. But I think she'll be okay, now that she's away from all that." He tried for a moment to imagine if Gwen had been in the situation Wanda had been in, but immediately forced the thought from his mind. He couldn't bear the idea of her being tortured, especially if it was because he was Spider-Man.

Gwen curled her hands around his arm. "Well, then it was worth it. I'm glad she's safe." She blinked bashfully. "So, um, what's next on Spidey's to-do list? Nothing so pressing that he couldn't maybe spend the day…watching Disney movies in his pajamas with me and eating raw cookie dough until we both explode, I hope?"

Peter withered miserably at the pleading sparkle in her eye. "You have no idea how much I wish I could, Gwen. Honestly. But…it's just…the Sinister Six are still out there, and so is Fisk. I just know they're planning something terrible, and I've got to stop them before they hurt more people. I'm really sorry."

Despite her efforts, his girlfriend couldn't hide how disappointed she was. The vibrancy seemed to drain from her face, and her gaze fell to the sheets crumpled beneath her legs. He knew how much it would mean to Gwen, if he could dedicate just one day of his life to her, and only her; but he couldn't afford that luxury right now. It broke his heart to not be able to fulfill his girlfriend's small, innocuous wish, for he knew it was more to her than just a silly movie date. But he couldn't waste anymore time on leisures while his enemies were out there somewhere, organizing their attack. He had no idea how he could possibly explain it to her where she would fully understand him, and fully forgive him. But as she always did, after a long moment, Gwen closed her eyes, swallowed, then lifted her head back up, painting on a brave face as she smiled gently.

"Alright. You go do your hero thing. Just hurry up and kick these guys' asses so we can have our movie marathon day soon, okay?"

Peter exhaled spiritlessly, hating himself for being so neglectful of his remarkable girlfriend, but grateful that she was so strong and patient for him. He drew her close to his chest and hugged her tightly.

"Yeah, heh, I'll try to be quick. Have the DVDs and VHS tapes ready when I get back. I call dibs on first pick—how's _Hercules_ sound?"

"Mmm. I'm in more of a _Beaty and the Beast_ mood at the moment, but if you bring the popcorn and candy, then it's a deal."

She pressed against him as she spoke, eyes closed gently, and he couldn't help but grin like an idiot. _What did I do to deserve the most perfect girl in the world?_ he wondered, studying her soft features delightedly. With a quiet laugh, her kissed the top of her head, and held her like she would fade away if her ever let go. "Deal."

At that moment, while the pair were occupied with each other's bewitching company, footsteps treaded carefully up the stairs. A hand pushed open the white-wood door, and a woman entered the room.

"Gwen, honey, are you awake? Your mother just called, and she's wondering when you plan to—" She froze upon stepping through the doorway, eyes widening. Her gaze fell upon the two teens inhabiting the small bed, clinging to each other like monkeys, one of which was dressed only in his boxers. The couple started at her entrance, releasing one another rapidly, and the elderly woman laid her hand on her chest.

"Oh my Lord," she breathed in shock. "What on Earth is…?"

"H-hey! Aunt May!" Peter exclaimed messily. "S-sorry! For, y'know, not seeing you until now. I got back super late last night, and I didn't want to wake you."

"Hello, May," Gwen responded, blushing as she giggled into her hand. Aunt May's mouth was hanging wide open.

"P-Peter, dear," she finally stammered after a long, uncomfortable pause. "Yes…yes, it's quite alright. I am very happy to see you. But, um, _darling,_ do you…? And Gwen…? Should I just…stop by later, or…?"

Gwen was practically falling to pieces with laughter, and when it suddenly dawned on Peter what his aunt was insinuating, he turned a horrible shade of red. "Ah! N- _no,_ Aunt May! No, no, no, no, _no._ We weren't—we haven't—this is _not_ what it looks like!" He turned to Gwen in hopes she would reinforce his claim, but she was too busy giggling her head off to help. Aunt May forced a terribly unconvincing smile on her face.

"Oh. Well _,_ um…it's—it's fine, Peter. Really. I understand. You two are young, and…hormonal. It happens. Ben and I, ha, if you can believe it—we were young too, once, and even we had ourselves _plenty_ of—"

"Oh _stop,_ Aunt May!" Peter cried hysterically, hopping off the bed and waving his arms around. "That is _not_ what's happening here! We were just—I _promise_ we were only—"

"Please, darling. You don't have to explain yourselves to me. Gwen, dear, just be sure to contact your mother soon. I'll just…I'll be downstairs. Making waffles. If you need anything." Then, fabricating a grin, May slowly backed out of the room, shutting the door behind herself with tedious care. She was clearly trying not to let on how truly disturbed she was, but as his aunt began walking down the stairs, Peter could hear her whispering under her breath. "Good Lord, have mercy," she moaned, still clutching her chest. "I think I need to lie down…"

Peter slumped back on the bed, burning with embarrassment. "Oh my gosh. Does she _seriously_ think we were…?"

Gwen shook her head helplessly. "Oh, poor Aunt May. I doubt we'll be hearing the end of _that_ anytime soon."

Peter scratched the back of his neck, chuckling nervously, and Gwen rose with a stretch of her slender body. "Anyways, I think I'll head home now. My mom's probably fostering a similar idea in her head with me staying overnight here so often, and I'm due at Oscorp in an hour." She tossed her hair over her shoulder and picked up her shoes, then walked across the small room to the door.

"Oh. Okay. S-sorry, about all that." He shrugged. "See you soon, then?"

Gwen Stacy smiled and threw a peace sign over her shoulder. "Later, sheriff. No dying on me, you hear?"

He smiled back, nodding. "You got it, partner."

The door clattered behind her softly. As she stole down the staircase, Peter murmured, "Oh yeah—and I, uh, love you. Just reiterating." It must've been too quiet, though, for he didn't hear her reply. He listened to her all the way until she was out the front door, her barefoot steps patting swiftly across the paved walkway, until she was out of range. Then he sighed, rubbed at his colored face, and puffed out his cheeks exasperatedly. _Well. Wasn't that a_ fun _way to kick off the day._

Recovering, Peter crawled to the foot of the bed and planted both feet on the floor underneath. Immediately, from behind the legs of the bed frame, the black symbiote shot out and latched on to his ankles. But he was not startled this time—quite the contrary, surprisingly so. Peter stood as the dark creature enveloped his body, and was delighted by its reunion with his skin. It was stimulating, invigorating, as always. As it spread over his fingertips, he realized how incomplete he now seemed without it; absent of the symbiote's presence in his spirit, flesh, and mind, Peter no longer felt whole. It was like strange, mysterious piece of himself he hadn't known was missing until now—an odd, ubiquitous entity he never knew he needed so vitally.

Once fully adorned in the black suit, Peter considered running downstairs and grabbing a few dozen waffles to satisfy his seemingly unquenchable hunger, but was in no mood to face his aunt again after their last embarrassing exchange. The growling in his stomach was unbearable, however, and he realized he felt almost faint. He couldn't remember a time when his abnormally high metabolism had _this_ great an effect on him, especially two days in a row now. But, shrugging the thoughts aside, Peter inhaled the two bags of Doritos and half-eaten chocolate bar sitting on his desk, barely making a dent in his endless appetite, and snatched a package of gummy worms from his drawer for the road. It was time to get to work.

* * *

If the Sinister Six were trying to be discreet, they weren't doing a very good job at it. When Spider-Man finally arrived at the warehouse Tony had specified, the butchered depository stuck out like a sore thumb in the line of buildings along the street, and police tape surrounded the scene. Luckily, the cops seemed to have cleared out a while ago, and with a quick leap off the neighboring complex, Spider-Man dropped silently through the roof.

Inside, the place was a disaster. Besides some of the tables being flipped right-side up, it appeared as though nothing had been done to clean the devastating mess. Peter landed on the floor in a low crouch, scanning the wide space discernibly, before slowly rising to his feet. The room was dark besides the single spotlight spilling down through the roof, and had a heavy, humid atmosphere.

As Peter began to walk through the warehouse, he took note of the shattered crates, sliced boxes, and broken cabinets, as well as the absence of tools on the tool bar in the far corner. The place had been stripped of every last resource, which was not a good sign at all. What the hell were they planning? With Spider-Man supposedly dead, what could the Sinister Six's next big feat be? Building a robot army? Creating another base of operations for Hydra, perhaps? Or just preparing for a second terrorist attack on the city? Sighing, Peter fished the last of the gummy worms from the packet, dropped them into his mouth, then crumpled up the bag and tossed it into a trash can on the other side of the room. He swallowed, then frowned, willing the black slime to conceal his lips once again. He froze suddenly when his foot bumped an empty oil can, sending it skidding along the floor.

 _Whoops,_ he thought, then followed the can's path. It led to a thick pool of black, which was stirred with lazy ripples. He recognized it from the photographs. It took his eyes one quick search before locating the familiar pattern beside it—a large, ominous footprint, preserved in an oily smear across the concrete. He tried to find which direction the tracks led, but they faded quickly and seemed to taper off entirely near the center of the warehouse. Peter Parker wasn't a particularly skilled detective to begin with, and without a clear trail to follow, he doubted he'd be able to track him down on sheer instinct. Not to mention not one of his spider tracers across the city had been activated since the first Sinister Six attack. _Dammit, Doc Oc,_ Spider-Man cursed in his head, _what the hell are you doing with all this crap?_

Then, suddenly, _spidey sense._ It buzzed sharply at the base of his skull, just as the sound of a gun being cocked echoed throughout the warehouse.

"F-freeze!"

Peter turned to see a person standing on the other side of the room. In their hand sat a rusty rifle, which was shaking violently with the barrel pointed at Spider-Man's thin frame. It was an old man: face etched with wrinkles, wispy white hair sprouting sparsely around his scalp, knobby knees shivering beneath the weight of his frail body. His eyes seemed to bug out of his head, and his cracked lips were pursed together tautly. Peter carefully raised his hands above his head.

"Uh, hi there. Is this your shop?"

"D-don't move! How did you get in here? What do you want from me? I d-don't have anything left to give!"

"No sir, I'm—I'm not here to steal anything from you. And, um, through the roof." He pointed upwards with his index finger. The old man's brow was narrowed deeply, and his movements were sharp and jerky as he inched forwards.

"Then w-why'd you come, huh? Why're you trespassing on my property and dressing like a spook?"

Peter bit back a laugh. "Sorry for barging in, I…wasn't sure if anyone was home. I'm a friend of Tony Stark's, you see, and he said I could come here to investigate a, um…a crime hit, that a gang I'm trying to find might be responsible for. Didn't Tony phone in, saying Spider-Man might swing by today to ask a few questions?"

His vicious scowl unwound slightly, though the gun remained trained on Peter's lean frame. Wide, goggly eyes looked him up and down before the man spoke again.

"He did, yes. But you don't look nothing like the Spider-Man I know. Where's your bright and flashy costume? That black garb makes you look like one of the bad ones."

"I thought maybe people would start taking me more seriously if I switched up my wardrobe to a more…professional color scheme?" He giggled. "Well, as seriously as a guy who flips around the city in a _unitard_ can be taken."

He paused for a moment, licking at his lips, still quivering a bit, as he mulled this over. Peter wondered why Tony had chosen such an odd cat to run his product through, what kind of history the two had together. He reminded him of Argus Filch. Then, to Peter's surprise, his scruffy eyebrows unfurled, and the rifle's piercing gaze slowly lowered to the floor. "Well, sonny, I liked your other one better." He sniffed, rubbed at his bulbous nose, then nodded towards him. "Tony sent you, did he?"

Sighing with quiet relief, Peter's hands fell to his sides. "Yeah. He told me about what happened here last night; how your warehouse was robbed by a rather discourteous visitor. I just wanted to see if I could drop by and get any leads on why they stole from you and where they went, so I can stop them from hurting anyone else."

No longer scared stiff, the old man studied him curiously through circular glasses. "He's told me quite a bit about you—Tony." He placed the gun on one of the tables without taking his eyes off him. "Last time he visited, he described the person behind that strange character we've all seen swinging down the streets: an ingenious young man, with a heart for doing things so far beyond what he's capable of."

An almost startling astonishment gripped Peter at the elder's words. All of his premeditated inquisitions seemed to trickle away in an instant. He opened his mouth, then closed it, narrowed his brow, then tilted his head to the side. "Tony…Tony _Stark_ said that? About _me?"_

"That's correct, sonny. And if you're the boy he was referring to, I daresay; you must be something quite special to draw such admiration from a man like him." A faint smile pulled at his shriveled lips, and his bony fingers clenched and unfurled restlessly at his sides. Peter watched his hands distractedly, veiled in puzzled thought, before giving a small shake of his head.

"Well, that must've been a Tony Stark from a _long_ while back. Nowadays, ol' tin man and the rest of the crew see Spidey as a liability, at best. His opinion of me has been…heh, _drastically_ changed since you last talked to him."

"Oh no, kid. You've got it all wrong. I spoke with Tony on the matter just last week, while he was picking up one of his most recent orders. He talked to me about the solid head you've got on your shoulders, despite all the things you've been through, and your startlingly adamant commitment to protecting the people of this city." He chuckled. "Though, I must admit, he did mention how headstrong you were, and how you tend to focus so much of your efforts on helping others that you neglect yourself. He's very concerned over you, to the point that it's been troubling me. I don't think that's something you should take lightly, sonny."

Peter held his earnest gaze for a second, then let his eyes fall to the floor. He felt like he was being told a secret he wasn't supposed to hear, or rather maybe didn't _want_ to hear, for fear of its inaccuracy. Did Tony really see him that way? After all the anger he had kindled in Peter, and the bitterness and insincerity that they both were guilty of, Stark still spoke kindly of him? He didn't know him to do that even when the two of them were actually getting along. The man was more two-face than Natasha Romanoff, though he couldn't decide whether it was meant for deception, or something else.

"Gee, that's, uh…weird." He scoffed with forced amusement. "You sure Tony hadn't hit the bubbly hard before stopping by?"

The old man laughed. "Trust me, boy. I've known Tony long enough to recognize when it's him versus the liquor talking. He was well in his right mind when he spoke with me about you. I assure you, he was being honest. He thinks very highly of you, and is nothing short of astounded by your naive but admirable zeal for saving people's lives."

A small ache rose into his throat, pricking him with a feeling of shame. All he ever did was talk badly of the iron avenger behind his back; not once in recent history had he mentioned anything remotely decent about him. True, there was some very real substance behind Peter's spite, but there was just the same amount for Tony to use against him. And yet, he hadn't, which made Peter feel far worse in comparison. Despite all of his glaring faults, and all of his attempts to make it seem untrue, Tony Stark was, strangely so, a good man. Sometimes it just took a little extra digging to see that.

Rubbing at the back of his neck, Peter swallowed painfully. "Heh. You're, uh, making me blush, really. I should get that on tape and see if Tony would actually confess to offering someone a genuine compliment."

"Ha, you should. Those aren't yielded easily from that man's lips. You must be something else, despite what all the papers are saying." Shaking with age, the man stooped down, plucked a bolt from the floor, then rolled it slowly in the palm of his gnarled hand. "You think you can catch the person who did this to my shop?"

Reeling back from the conversation's unexpected detour, Peter nodded quickly. "Yes sir, I believe I can. I've fought these crazies before. But I have no idea what they're working towards right now, so anything you can offer me would certainly be helpful."

"Well, as you can tell, they pretty much took everything of value from here." He dropped the bolt into his pocket and sighed. "A shame, really, that I was hit yesterday. One of Tony's largest and most expensive orders had just arrived that evening. He must be working on something very new and exciting—the man's never placed an order for a half-million dollars worth of iron alloy crystal before—though this little hiccup must certainly be setting him back. But when I asked him what it was all about, he wouldn't give me a straight answer. 'A fun little project' was the only thing he said in response, though I think I recall him mentioning it had something to do with you." His owl eyes lifted to him quizzically. "Has he told you anything about that?"

Peter shrugged and shook his head. "No, not at all. I've seen Tony's workshop recently, and it didn't look like there was much going on down there. He experiments with lots of weird stuff on those suits of his behind our backs, though, so you never know what evil science he might be concocting. Maybe he's trying to come up with a stealth suit of some kind so he can pull pranks on me more elaborate than super gluing the toilet seat or slapping whipped cream in my face."

The old man chortled jubilantly. "Well, he already re-placed the order, so he must be in pretty big a hurry to get whatever it is done. I've installed security cameras this time, so if the rotten hooligans who did this show their faces again, I'll be ready."

"Do you have any idea where they may have gone after they did this? Why they took all this stuff, what their plans are for it?"

A deep crease formed along his already wrinkled forehead as he thought, staring at his fingers as they drummed against the tabletop. "Not really. Thugs could do anything with the haul they stole. Sell it overseas for some major cash, bring it to a damn pawn shop. That's what I told the cops." His face grew grim. "But now that you're here, I have in mind they have other plans for it. It's possible they could create some very versatile artillery with those materials and equipment, so long as they have a person smart enough to make it. Which is why, I assume, you're so keen to finding them?"

"Yes. They've already attacked the city once, and I think their intent is to strike again, with even more firepower at their disposal. But that's just a vague idea; they could be up to something else entirely that I don't see coming, which is _tremendously_ unnerving to say the least." Spider-Man exhaled exasperatedly. "Are you sure there's nothing else you could tell me that might help me track them down? I'm desperate to nip this thing in the bud before hell breaks loose across New York all over again."

The elderly man's harsh features softened a little. "I…I'm afraid not, young man. You can see the weird patterns on the floor there, the hole in the roof, and the cuts on the walls. You probably understand what's going on here far better than this old geezer ever could. All I know is that I was robbed, and despite all the destruction inside here, the perpetrator is very good at covering his tracks. Forensics couldn't find a single print in this place besides my own, or any leads to anywhere on the outside." He hunched his shoulders. "You can look all around here if you like, maybe spot something the police didn't. Go ask all my neighbors, who swore they didn't see or hear anything. But other than that, I haven't got much else to offer. Sorry, kid."

A heavy exhaustion seemed to blanket him upon hearing this. Exhaustion, anxiety, and a burning frustration. Not at the old man's lack of information, but at the absence of information altogether pertaining to the Sinister Six. After a moment, Peter released a disappointed sigh. "Oh. Okay. That's fine. I'll, uh…I'll figure it out." He offered him a quick little salute. "Well, thanks anyway for all your help, sir. I'll make sure the assholes who took your stuff pay."

"Heh, I'm counting on it. I know it might not mean much, coming from some random old buzzard you just met, who might have been close to shooting your head off five minutes ago, but I…I really believe in you, sonny. You seem like one hell of a kid underneath that crazy suit."

Peter grinned bashfully. "I try."

The man shuffled out slowly without another word, leaving Spider-Man alone in the wide room. Without much else to go by, he began combing through every inch of the damaged warehouse, leaving no corner unchecked, no floorboard unexamined. He scored the quiet expanse for over an hour, even skittering over the ceiling as his impatience swelled.

His tedious search eventually brought him outside. He did everything the old man had suggested—and more. There were no signs of Doc Oc beyond the gaping roof that he could find. Nothing for him to even _begin_ to follow. He left the scene with a leap and a tap on his palm, haughty with a sense of wasteful powerlessness.

Just as he landed against the stainless windows of a towering skyscraper, Peter heard his phone chime loudly. Scoffing crossly, he retrieved it from the symbiote's sticky biomass, read the caller I.D., and tapped the screen with his thumb.

"Congratulations. You have reached the landline of your friendly neighborhood failure. Currently flipping aimlessly around the city with no leads or ideas whatsoever. Breathtaking disappointment speaking."

 _Uh…Peter?_ the voice of Steve Rogers murmured dubiously through the speaker. _Is that you?_

"Yes. Was that not obvious?"

 _I was just checking in to hear any developments from your side of things, but am I right to assume it's not going so well?_

"Yes. Three hours with Tony's little friend got me nowhere. I'm basically back to square one again. Which I never really left in the first place." He rubbed at his temples irritably. "How goes your guys' plans and stuff?"

 _Well, better than that, I suppose. Barton paid the pier you described an inconspicuous visit, but the whole thing was blocked off and surrounded by a bunch of police officers and S.W.A.T. trucks. Exact same thing with Natasha at the other entrance inside the sewage runoff: completely boarded up, policemen, cars, the whole shebang. She said there were even cement trucks and construction workers on the scene, seemingly preparing to seal off the sewage entrance entirely. And the strangest thing about it all was that none of us could dig up a single mention of any issues or projects supposed to be going on in those areas right now in any newspapers or web articles. None of it is being reported._

Peter was practically bursting with excitement. "Holy crap. That's—that's huge! It's Fisk, it's all Fisk, scrambling to cover his ass. Those policemen and workers—hell, maybe even the media—have _got_ to be on his payroll! Wow. After my little intrusion, I guess he's not taking any more chances."

 _Whether or not that's the case, there's no doubt something weird is going on, and someone's trying to keep it a secret. I hope you're right about this place being an evil underground Hydra base, because the team has decided to make our move in the next two days._

"Really? That's good. Those prisoners need to get out of there as soon as possible. Plus, if we strike Hydra before their plan is in motion, maybe it will force the Sinister Six to come out of hiding and play their hand prematurely, and we can take down their whole damn operation in one classy sweep."

 _Easier said than done, kid, although we are being offered some extra help. A fella who's friendly with the owner of Pym Tech—the facility in California that was attacked by Hydra last week—offered to lend a hand in our rescue mission. None of us are exactly sure what the man's skill set is, which is why Banner is flying out there tomorrow to meet with Hank, but he claims to be very good at breaking into places, and is equally pissed by all the crap Hydra's been up to lately. We figured the more help we can get, the better, although I'm not letting this guy even step foot in the tower without the full one-over by me._

Peter shrugged. "Whatever. Do what you gotta do. I'll just be hippity-hopping around Manhattan, see if I can get any leads on where these weirdos might be holed up."

 _Oh, hey, speaking of weird, I meant to ask you yesterday._ There was a switch in Steve's tone. _What the hell is up with your costume, Peter? The new one you were wearing—the black one. You ran off without explaining it at all. Where did you get that thing?_

Spider-Man throat became dry. "Oh. The black one? Right, uh…" He swallowed rigidly, clambering for a believable explanation. "It's just a, um…a new suit, that I made. By myself. So that I, y'know, blend in the dark better. To be more sneaky and stuff. After all, natural selection favors those most equipped to survive, even in concrete jungles. I guess my, um, my biology teacher's last lectures about camouflage really got to me, so I figured I might try, y'know, implementing that sorta thing into my—"

 _Your street clothes turned into that costume,_ he interrupted him bluntly. _Don't try denying it. I was watching. I saw it happen. Tony Stark even said he's never seen or heard of anything like that. You're telling me you somehow created this revolutionary new technology all by yourself without any of us knowing? Because I'm not biting._

Peter's skin was growing hot, for he was clueless as to what he could say that would get Steve off his case. He couldn't tell him the truth; he _couldn't,_ because there was no way the super-soldier could ever understand. No one could. He took the phone away from his face, stammering under his breath. He focused suddenly on the feeling of the dark symbiote gliding against his flesh. The movement was soothing, calming, and seemed to sap away his jittery anxiety. He stared down at his palm, curled his hand into a fist, then exhaled slowly.

"It's a prototype I'm working on. A versatile costume than can adapt to my needs. But like I said before, it's nothing special, and nothing for any of you guys to get all worked up over. You seriously need to stop digging your noses in my business all the time and worry about the people who are in real danger here."

 _Peter, I'm just trying to—_

"Yeah, I know," he snapped. "Watch out for me, make sure I'm not going to get myself killed. Thanks, Cap, but I don't want to hear it. I appreciate your concern—really, I do. But this is my life, and you don't get to know what I'm doing 24/7. So stop acting like your obliged to all my personal information just by asking. Alright?"

Steve paused, silent, for a moment. It was a good ten seconds before his voice finally returned. _Okay. Yeah, okay. You're right, Peter. I'm sorry._ There was another pause, followed by a clamor. _It's just…that costume, that you're wearing. It…in a way, it reminded me of…_ Then he stopped, and the sound of quiet footsteps resonated quietly from the receiver. _Never mind. I think we've all been acting a little paranoid lately. I'll keep you updated on our plan, when we're going to head out, and let you know if anything changes._

Peter sighed assuredly, and fired a web onto the railing of a billboard. "Thanks, Cap. If I manage to find anything about these clowns before then, I'll fill you in." He was about to drop off the window and swing across the road, when he suddenly remembered something. "Oh, wait. One last question. You still there, Spangles?"

 _Yes. What is it?_

Peter stared to the side. "Does, uh…does Tony Stark actually still…?" He narrowed his brow, then shook his head. "I mean, whatever. You didn't happen to notice if Tony was building anything weird in his shop recently, have you?"

Steve was quiet for a second, though Peter couldn't tell if it was out of thoughtfulness or hesitance. _Not really, no. Why do you ask?_ was his reply. He sounded uncertain.

"I dunno. Just something his old buddy that got robbed by the Sinister Six mentioned. Bye Cap." Peter hung up before he could return the courtesy.

He hid the phone back inside the black suit, then leapt off the skyscraper, wind rushing past his body. Spider-Man spent the rest of the day scavenging for clues that were not to be found, in a city that seemed to be holding vigil. The calm before the storm.

* * *

Six men stood adorned in newly crafted garbs. Each looked themselves over, fiercely impressed.

"Damn, Octavius. These're awesome. How the hell did'ja make 'em so fast?"

The eight-limbed man crawled across the room in an almost serpentine manner, grinning. "They're not complete yet. I still need to test them for endurance, effectiveness, practicality, and reinforce the exteriors with a few more layers of iron alloy crystal. But my genius paired with these mechanical arms certainly helps speeds up the production process. If they fit and feel well enough, I shall work through the night, and have them all finished by the end of tomorrow."

"Tomorrow?" Toomes repeated, stretching the large wings out at his sides. "Why do you have to finish them so soon? What's the rush?"

Doctor Octopus eyed him sharply. "Preconceived expectations, Mr. Toomes, now equally substantiated by recently gathered intel. A bug I sent to the Avengers Tower, which picked up on a very interesting conversation exchanged between Steve Rogers and an unknown individual, obtained a very important scrap of information. The Avengers are planning to infiltrate Hydra's underground base in the next couple days."

"Whoa," Maxwell exclaimed. "How the hell did they find out about that? Isn't that place supposed to be, like, a major secret or something?"

"Apparently the facility was broken into by someone just a few days ago, who was able to escape with one of the Big Man's prisoners. I believe the Avengers are returning to finish that mission, and to fully unearth Hydra from the shadows." He held out his hand, and one of his tentacles placed a long, torpedo-looking object into his palm. "And when they do, while they are traipsing obliviously below the Hudson, distracted by their trivial heroic endeavors, we will blow up the entrance through which they came, and flood the entire facility with water. Through one clean strike, we will drown both of our enemies: the Avengers, and Hydra, all washed away in the damning wake of their own arrogance. With them gone, no one will be left for us to hide from, and nothing will be able to stand against our power."

All of their eyes grew wide at the doctor's words. Wide with a mixture of surprise, and excitement.

"Whoa. I never thought about taking down _Hydra_ until now."

"Hydra betrayed us, and now it is time to make them pay. We'll show them what happens when you dare offend the unforgiving. We will not show mercy. The Sinister Six will eliminate all of them, along with those candy-colored counterparts."

"That is the most devious plan I've ever heard," Beck gawked, smiling broadly. "Mysterio fervently approves."

"They won't have a clue what hit 'em, until it's too late. Can yah imagine what we'll be able to do, once they're sleeping with the fishes?"

"Yes! We'll drown them—drown them all! The Big Man, Hydra, and all those stupid heroes! The world will be ours!"

"It all sounds quite perfect indeed," the Vulture mused, flexing his feet inside the talon-equipped shoes. "But if we're just going to drown them all, what's the point of the fancy new gear? Why even bother with it?"

"Because I play the long game, Toomes, and so should you. You never know if there will be some stragglers that we must take out after the waters have settled. And even if both Hydra and the Avengers are completely decimated in the first strike, whatever is left of S.H.I.E.L.D. will likely come after us, as well as the U.S. military. We'll need to be prepared to wipe out all opposition before the war is truly won, and my creations will make that possible. That is why they must be fully operational before we make our move."

The Vulture watched him measure the width of the Rhino's broad, meaty shoulders, struck with awe. Then he snorted out loud. "Wow. You've sure planned this out well, haven't you, doctor? I'm truly impressed. This is really going to happen. I guess that's why you're the boss around here."

"Yes, it is. And the whole world will be audience to it all. No one will ever look down on our kind ever again."

He ordered them to take off their outfits, and that they did, eager and obedient. As he dragged them back to his workspace, laid them across the table, secured his goggles over his eyes, his image of the future grew clearer and clearer. A rapidly approaching trophy, an inexhaustible feast. All hell was about to break loose across New York, and he was the gatekeeper about to turn the key. His patience was finally going to reward him. For the seemingly peaceful island that he now stood on, the quiet and undisturbed spell the city seemed to be cast under—all was just the calm before his storm.

* * *

 _ **I can't believe I have to wait until NEXT SUMMER to see Spider-Man: Homecoming. At least I'll have Civil War and Doctor Strange and GOTG2 to sustain me. And lol I thought the name was kind cheesy at first, but now I actually really like it. I read the Spidey comic titled homecoming, where he gets the black suit and stuff, which is awesome. It probably also refers to him being in HS and there will probably be a cute lil dance involved. Plus, it obviously alludes to the fact that Spidey's come home to the MCU where he belongs :3 EEEEEEEEE I just can't wait! Oh and btw something fun pops up in the next chapter. Well really two things. You'll see. Review maybe? :D**_


	21. Chapter 21

_Disclaimer: "You have the right to remain silent!"_

 ** _...Hey everyone :D So since I last posted, Captain America: Civil War came out, right...? So I saw it, and y'know, it was a decent movie, good directors, cool affects, interesting fight scenes..._**

 ** _And by all that crap I mean that this was literally THE BEST MARVEL MOVIE I HAVE EVER BEHELD WITH MY OWN TWO EYES HOLY FRICK FRACK PATTY WHACK AAAAAAAAGHKDGAGGDFGUDSGUYK_**

 ** _I COULD RANT FORVER BUT I'LL TRY TO KEEP SHORT BUT OH. MY. GOSH. IF YOU HAVENT SEEN IT RUN TO A THEATER RIGHT NOW (OR 4 TIMES IN MY CASE) AND WATCH IT BECAUSE IT IS INCREDIBLE! AMAZING CHARACTERIZATION, BEAUTIFUL STORYTELLING, THE BEST FIGHT SEQUENCES OF ANY MOVIE I'VE SERIOUSLY EVER WATCHED, AND A HEARTBREAKING TALE OF WAR BETWEEN MY BABIES :(_**

 ** _BLACK PANTHER HOLY SHART OKAY THIS DUDE WAS SO COOL I CANT WAIT TO SEE HIS MOVIE CUZ HE WAS SOOOOOOOO AWESOME_**

 ** _SCOTT LANG IS BAE_**

 ** _...BUT THE BEST FREAKIN PART, THE THING I HAVE BEEN WAITING FOR SINCE I FELL IN LOVE WITH MY BABY FAVE CHARACTER, WAS EVERYTHING THAT CAME AFTER SEEING THAT BIG-ASS LOCATION TITLE QUEENS ON THAT MOTHER FLIPPING SCREEN OKAY._**

 ** _TOM. HOLLAND. I HAVE NEVER SEEN ANYONE PORTRAY MY BABY SPIDEY SO PERFECTLY AND BEAUTIFULLY. HIS INTERACTIONS WITH TONY, HIS DORKY AWKWARD PETER PARKERNESS, HIS FAN-BOYING OVER THE BIG BOY SUPER HEROES, HIS FIGHTING STYLE, HIS CONSTANT QUIPS ANNOYING THE CRAP OUT OF ALL THESE ANGRY OLD BUTT HURT SUPER HEROES_**

 ** _I HAVE NEVER SQUEALED WITH JOY SO MUCH IN ONE SITTING. MCU SPIDEY HAS RENEWED MY LOVE FOR SPIDER-MAN. THANK U MARVEL AND TOM HOLLAND IS NOW MY PRECIOUS LITTLE CINNAMON ROLL THAT I WILL GUARD WITH ALL MY LIFE_**

 ** _I could literally go on and on so pm me or talk me on tumblr if you want to discuss/fangirl more :) here's a stupid chapter but I gotta bring something up at the end... you'll see_**

* * *

 _Chapter 21_

Peter was up before dawn the next morning, and had scarcely slept that night.

Which was a growing problem, because ever since he had donned the black costume, it seemed his need for food and sleep had doubled its already ridiculous amount. Nonetheless, unable to quiet his anxious mind, he'd stumbled dazedly down the stairs, cleaned out half the pantry, and was out the door and above the city before the sun had broken the horizon.

 _Searching for answers has been a fluke. Asking for answers has been a fluke. Hell, even googling for answers has been fruitless. What am I even doing out here? It's obvious I'm not going to find anything about these assholes just by thwipping around chasing geese._

He landed on the roof of a building, balancing atop the skinny spire sprouting from the tip. His gaze swept across the urban landscape, which seemed to be blanketed with a groggy fog along with his exhausted mind. He closed his eyes. _But...dammit, we can't give up. We've got to find them...make them pay. We've got to do whatever it takes to protect the city, and whatever it takes to bring our enemies down._ Then he started, and blinked repeatedly. _Wait...w-what? 'We'? What am I even saying? Pronouns, Parker._ I _have to fix this. I...as in me, alone, singular. How the hell did I get that mixed up? What is going on? I...I must be more tired than I thought._ He shook his head dismissively, and forced his sleepy brain to focus. _Alright, whatever. I've gotta figure this out. Somehow. I have to find them, and beat them, one way or another. I've gotta...I've got to change my approach to things. But where the heck to start?_

A flicker in the back of his skull suddenly stirred him from his thoughts, followed by a loud commotion and a scream. He glanced quickly towards where the sound had come from, and his vision locked on a single figure standing on the sidewalk far below. He was wrestling a briefcase away from a man in a poorly-tailored suit, and he watched him slug the hapless pedestrian hard in the chest before taking off in the other direction. Calculating his route in an instant, Spider-Man fired a bio-cable all the way to the other side of the street, curled both hands around the taut string, and kicked off the rooftop.

His feet nailed the thief right in the stomach. Spider-Man's momentum sent him flying sideways into an shady path between two dilapidated buildings, and he slammed into the concrete before rolling a great length, grunting the whole time. The briefcase ripped from his fingers and crashed into the wall, littering the alleyway with checks and documents. The man coughed, then moaned lethargically, eyes squeezed shut as he fought to sit up, wondering what the hell had just hit him. A shadow fell over his crumpled form as papers drifted to the ground around him, and his gaze lifted uneasily.

"You know, I'm normally the one cursed with the ridiculously rotten luck around here, but I think you just one-upped me, Thievey McStealerson." A dark figure came into view, slowly dropping from above, large, white eyes seeming to glow in the dark. "Not only did your little kleptomania act happen to throw down right in front of your one and only friendly and neighborly, but you happened to catch me in the absolute _worst_ of moods. I don't know what you possibly did to tip karma so heavily out of your favor, but clearly now is your forecasted return of ass-biting." The shadowy form flipped right-side up and planted both feet on the ground, just in front of the thug's face. The man scrambled to his hands and knees and stood jerkily, eyes growing wide.

"W-what the hell?" he breathed, scrunching up his brow. "You're—?"

"Spider-Man. Yeah, I know. _'Where's your cute little red and blue suit, Spidey?'_ Well, I heard black goes well with everything, including bloodstains, and a monochromatic color-scheme makes laundry day _way_ less of a headache." He walked towards him casually as the thief backpedaled nervously. Sweat dripped down his face in thick droplets.

"Y-you're psycho, man. I'm getting the hell outta here." The thug turned and began sprinting down the narrow street, but Spider-Man didn't hesitate for an instant. Two lines of black webbing zipped from his wrists and snagged on to the man's legs, causing him to trip to the concrete with a yelp.

"Yeah, good try. The only place you're getting the hell to is _jail,_ bro. At least _pretend_ you have some dignity to face it like a man." Then, as he watched the thug struggle to tear the webbing from his ankles, a thought suddenly occurred to him. _Hey. This guy's a baddie. He looks like he knows the ropes, been doing this for some time now. Maybe there's a chance he has some info pertaining to an infamous band of fellow baddies around these parts. Worth a shot, anyway._

Detaching the web-lines from his wrists, Peter marched over to the man on the ground and kicked him in the side, making him jump in alarm. "Hey, Thievey. Be useful for your last few moments of freedom. Do you know anything about a group called the Sinister Six, or Hydra, or their psycho ringleader The Kingpin? You aren't taking money from them too, are yah? They're causing some major problems in my city, and I need to stop them."

He scoffed disgustedly, clutching his ribs. "S-screw you, man. Go to hell."

An anger suddenly rushed through his skin. He couldn't handle anymore setbacks, or pathetic assholes not being straight with him. Spider-Man set his jaw, seized the thug by the collar, and rammed him into the wall.

"Listen, asshole! I've had it up to _here_ with things not going my way! Now tell me what you know about them, or I'll hand you to the cops in _pieces!"_

The thief's eyes widened in alarm for a moment, and his breaths grew sharp and heavy. Peter could feel his wide chest heaving against the forearm he was using to press him into the brick. Then the man chuckled nervously, licking his lips.

"Nice try, freak. I know your rep. You may talk big, but everyone knows you ain't got the balls to deliver. Don't even try spewing your empty threats my way. You're just embarrassing yourse—"

A fist suddenly knocked him in the jaw so hard, a tooth went flying from his mouth and clattered to the pavement far down the alleyway. Blood pooled under his tongue, dripped from his lips, dribbled on to his shirt. The thug coughed in shock, agonized dizziness throbbing inside his skull. His head dropped forwards, but a hand fell over his face and shoved it back against the wall.

"You must have outdated sources, darling, because I'm _done_ asking nicely for what I need to know. Now tell me: what are they planning?"

He hacked painfully, spewing blood as he laughed. "Y-you've changed, huh? Good on yah. But how much of an idiot do you gotta be to think that I seriously—?"

Spider-Man slugged him in the nose before he could finish, causing a violent _crack_ to ring in his ears. A flood of sickly red poured from his nostrils, and the thug cried in agony. The pain was unbelievable, the power behind the fists even more so. He tried to cradle his shattered nose in his hands, but a pair far stronger than his kept them pinned, and pressed him harder into the coarse brick.

"Gah!" he gurgled piteously. "Alright! S-stop beating on me!"

The black figure's piercing eye-lenses bored through him soullessly. Peter could feel the incredible power moving against his skin, permeating his flesh, surging through his veins. The power seemed to resonate through his voice as he spoke. "Then tell me what you know! Don't you morons understand that I'm trying to save the city? Don't you _get_ what I'm trying to do here, what those psychos will do if I don't stop them? Don't you care about _anyone else_ but your own damn selves?"

"L-look, man, I don't know nothing! I really, honestly don't—"

Another punch, this one to his eye. His head snapped back with a gasp, and pounding agony knotted under his skin.

"You're lying! Tell me the truth, _now!"_

"I'm not...lying! I d-don't work for 'em. I don't know n-nothing. I swear, I was just snagging some drug money! That's all I—"

The rock-hard knuckles nailed him in the chin again, causing shards of bone to break from his jaw and bounce around in his mouth, and he fell to pieces. "S-stop!" he screamed. "P-please! I'm— _ack_ —I'm dying! I'm sorry, I'm s-sorry! Just _stop,_ p-please!"

He could hardly speak through what remained of his broken face, and the amount of blood seeping from his wounds was incredible. The thug's desperate cry for mercy was overflowing with sincerity, and thick with the fear of death. And in a sudden rush, Peter felt his senses rip from his mindless onslaught. His blood-soaked fist, still wound behind his head, shivered jerkily, then slowly began to fall. His eyes grew wide. _W-what the hell? Stop! What are you doing, Pete? This guy clearly doesn't know anything! You're beating him up for no reason!_ He absorbed the terrible damage he'd dealt, and his hand dropped to his side. The mindless fury vanished, and he released his threatening hold on his collar, allowing the man to slip to the ground, moaning. His bruised, bloody face fell into his hands, and he wept like a child who had just been severely punished. Guilt racked Peter to his core as he slowly backed away.

"Oh gosh," he breathed, listening to man's terrified bawling and watching the blood drip between his fingers. "I'm—I'm sorry. I shouldn't have...I—I don't know why I..."

Footsteps sounded suddenly from behind him. A man appeared at the entrance to the alley, donning the baggy suit and a startled expression.

"Hey, my stuff!" he cried, snagging a paper off the bottom of his shoe. "You stopped him! I owe you one, mister—" Then his words cut short, and he cringed. "Oh gosh. What'd you do to him? Is he gonna die?"

Peter flinched as the man on the ground released another wail, and began to back farther down the narrow corridor. "N-no. He's just—" He swallowed painfully, and turned away. "Call the cops. And an ambulance. Get your stuff, and get out of here."

Before he could respond, Spider-Man took off into the alleyway, and disappeared within the slanting darkness. The man watched him run with a mixture of confusion and shock, heard the thief choke out another sob, then grappled for his phone and dialed the familiar number dazedly. The papers scattered at his feet were flecked with red streaks.

 _Get ahold of yourself, Parker,_ Peter scolded himself shakily. He was leaned against a wall in a vacant backstreet, cupping his forehead in his hand. _This isn't right. You know that man didn't know anything. And even if he had, beating an answer out of him would've likely been his death sentence at the hand of Fisk. You're—you're letting your frustration affect your judgement. That's all. Just cool it down a notch, okay?_ He inhaled carefully, then let the breath slide from his lips. _This isn't how Spider-Man goes about getting information. If finding the Sinister Six means I have to beat the very people I'm trying to protect half to death, even if they're lowly scumbags, then it's not worth it. The Six are the only one's deserving of that smack-down. You know that. You have to know that._

He could hear police sirens and ambulances whirring nearby. He hoped the thief would be okay, and that he hadn't done any permanent damage. Peter slid to the ground, laying his crossed arms over his knees, sighing. He was taking his search for the Sinister Six too far. Perhaps he was just being paranoid again. After all, what could they possibly get done in only a matter of days? Maybe there wasn't some huge plan going on, and that's why there were no major clues to follow. Yet his mind wandered back to the destruction at the warehouse, and his confusion and frustration resurfaced all over again. At the same time, he was caught in a warring paradox: wanting to tame his power, calm it down, so what happened with that thief wouldn't happen again, but also to expand it to its full potential, to the point that defeating the Sinister Six and Hydra would be a cakewalk, so this could all be done with. Talk about one vicious cycle...

"Hey! Looky looky what the doggies drug up! Is that who I _think_ it is? Sweet Christmas, it is! Long time no see, eh buggy-boy?"

Peter knew who was talking before he even lifted his head, simply from the speaker's obnoxiously familiar voice, and after recovering from the surprise, the realization caused a groan to escape him. _Oh Lord, please no. Not now, not now, please not now. Or ever. I can't deal with this. If you're trying to punish me, I'd rather you send actual hellfire, or even the entire Chitauri army. Just please, for what's left of my sanity, don't torture me with the presence of that crazy psycho crackhead—_

"Deadpool!" the voice exclaimed excitedly as Spider-Man begrudgingly lifted his gaze, which fell upon the masked person standing before him, dressed in that odd red suit with the weird mask and the overly complex utility belt. "Aka, Wade (the sexiest man alive) Wilson. Don't you remember me, sweet cheeks? Come on! I thought what we had was special!"

Peter shrugged defeatedly and shook his head. "Why? Why are you here? How did you...?" Then he closed his eyes, and his face dropped back into his arms. "You know what, never mind. Just—please go away."

The black and red figure's shoulders sulked, and he walked to stand right in front of him. "Aww, what? Since when did you become the mean, emo, darkly-dressed, jerk-faced character? That's Negasonic's job, bro. Oh dear— _Tim Burton_ didn't get ahold of your comic run, did he?" He bent over with his hands on his knees, speaking as if he were cooing to a baby. "C'mon, _compadre._ Tell mama who spit in your bean curd. I can totally carve their ass into a jack-o-lantern for yah, then make them swallow a glow-stick so the eyes light up!"

"I am _not_ in the mood, Wade," he murmured, "for _anything_ pertaining to you. Unlike your carelessly perfect life, I have actual problems to deal with right now. Real threats and villains that are trying to hurt the people I care about. I don't have the time or patience for... _this."_ He motioned with his hands to Deadpool's entire body, then folded them back against his chest.

Wade scoffed offendedly. "Oh, don't be like that. I have problems too, grumpy-gills; _everyone's_ got problems. But I choose _not_ to mope around about them in dark alleyways sitting all alone on the dirty ground wearing a broodingly black costume with my head between my knees, unlike a certain hunky-dory I know, but rather face them by _tearing out those problems' kidneys."_ He plopped down on the concrete with him and rested his chin on his palms. "For real—what is with the goth theme, webs? You look like you were bit by a radioactive Edgar Allen Poe."

Peter snorted, and muttered sarcastically, "Maybe I'm in mourning for my shattered confidence. Ever since Hydra and their attack dogs came out to play, I've been running in circles, tripping over my own feet. I just don't feel like I can stop them—even if I _do_ manage to find them. I feel like I'll just end up repeating my last miserable defeat all over again, doing more damage than good. I'm just drained of all patience, and I'm so damn frustrated, and—" Then he stopped, and threw his hands in the air exasperatedly. "Oh, why the hell am I even telling you this? You're the _last_ person I need to be consulting for reassurance."

Deadpool tapped at his chin. "Hydra, yeah. That's one nasty congregation of dry-roasted dicks, my friend. They've tried to hire me, like, a _bazillion_ times to do their nasties, but I'm, like, eighty-seven percent sure their men are responsible for what happened to me, so I've tried to avoid business with fat-face and his entourage of boobs all together."

Wide-eyed, Peter bolted upright. "Wait, _what?_ You know about Fisk? Since when?"

He shrugged. "Since he begged me to fondle his pudgy butt cheeks alongside those six weirdos that whooped your spider-tush. That was before they were, uh, 'complete', or whatever. He must really hate your nads, considering the amount cash he offered for the job, but I turned him down. I have a strict code against working for bald people over six hundred pounds, especially when they have it out for my _favorite_ little web-spinner."

He bopped him on the nose as he spoke that last part, but Peter shoved his hand away. "Well that's—that's great! You've got to have the inside scoop on his plans, then, right? What's his endgame for the Sinister Six, Hydra, all of it?"

Out of nowhere, Deadpool squished Peter's face in his hands. "Aw, look at you, all sprightly and springy! That's the Spidey mama wants to see!" He pulled away from him embarrassedly, rubbing at his cheeks, as the mercenary continued jubilantly. "But aren't you the one who should have all the dirt on these freaks? You _did_ break into their little lab and steal some of their crap just the other day, if my sources are accurate, while everything I've got is months outdated. All I know is that fatty wants to control the city, in every way it can be controlled, and that his bad boys are meant to eliminate his opposition. More specifically, _you,_ Spanx."

Spider-Man's excitement wilted. "That's all you have? Do you know of any other places besides that base that the Sinister Six could be holed up in? There's no way they managed to squeeze the Rhino's hippo hips into that underground death hole, and there wasn't any evidence of them being down there recently."

"Nope. Don't know, don't care." He leaned off Peter's shoulder and laughed. "And you should really follow my lead on that, buddy. I dunno if you realize this, but these Hydra dinguses are _hardcore assholes._ They will tear you apart— _literally_ —for the sake of 'science' or power-seeking or for their own twisted amusement, and you my friend aren't exactly blessed with my _'Fix it Felix'_ healing factor. You're really stupid to keep sniffing up their skirts when you've already pissed them off."

Peter chuckled mockingly. "You're one to talk, Deadpool." _And why do you always have to word everything so awkwardly?_ he thought with a frown. "I can't believe you're actually trying to talk me out of finding the Sinister Six and beating them senseless. They deserve it after all they've done, and to be locked in prison cells for their rest of their lives." He shrugged cooly. "And besides, I've already escaped one instance of capture and torture at the hand of Fisk, and I won't let that happen again. I'm stronger now, and smarter."

"Jeepers, and I thought _I_ had a big mouth," Wade exclaimed with a giggle. "No offense, Spidey-san, but you're an idiot. You really think just you, your scrawny lil' fists, and the damn _justice system_ will be able to bring big ol' Fisky down? Half the police force and at least three judges I know of are sucking his starfish, along with multiple prison wardens. If you're wholeheartedly committed to busting his nut—which, by the way, I have _zero_ confidence you have the power to do—you've gotta settle things the old fashion way."

Peter watched him draw one of his swords from its sheath and drag it across his throat, all while making a very sickening cutting noise. Actual blood began to spill from his neck, causing Spider-Man to cringe, and Deadpool flopped his head to the side with an over dramatic moan.

"Ew, stop," he stammered disgustedly. "I'm not killing anybody. I'm ending this my way, on my own terms."

"Which means not at all," Wade retorted, sliding his sword between his fingers to clean the blood from the blade. "Unless you gargle up the balls to do what's gotta be done, or get your little Avenger friends to come do it for you, or just do the wise thing and _give up,_ you and a ton of other low-lifes are going to die, and not in the funny, comic way where you get resurrected by some other writer in a couple years."

"There are other ways to stop bad guys besides murdering them. But if you really think that's the route to take, then why haven't you gone after him and taken him out yourself?"

"Oh _please._ Business, economics, _competition,_ web-head. Didn't you pay attention in science? Having a guy as intimidating as him around shoots up the demand for sexy mercenaries like cray-cray. With blubber-butt still at large, my regular contacts plus an assload of new parties are offering me over _double_ to do my usual thrills. As far as I'm concerned, ol' Fisky is the best thing to happen to my bank account since two-for-one hoagies."

Peter sighed irritably. "Right. I forgot what a selfish jerk you are."

Deadpool grinned. "Yep! That's me!" Then he stuck his finger into Peter's chest, and took on a surprisingly serious tone. "But I'm telling you, Spidey, bro-to-bro: don't try to fight them anymore. Hydra has been around since before you were a wee little egg, and are far too much for you to handle. You've been lucky to survive this long. Just go back with your Avengy buds and lay low until they move past all the crap you've pulled."

Spider-Man smirked amusedly. "Thanks for the chat, Wade. See you around. Or not. Hopefully not."

He shouldered past him, and Deadpool threw his hands up. "I'm warning you, little miss muffet! You're going to die! Or worse! And when I see it on the news, I am going to laugh my ass off and leave 'I told you so' notes on your grave every day for the rest of my life!"

"Have fun with that," Peter called with a salute, not turning back to face him.

"You're an idiot! A dum-dum! A stupid, stupid, butt-licking, soon-to-be-dead _stupid-_ head! I _hope_ you die just so I can rub it in your dumb dead face!"

"Cool beans," he murmured under his breath, then leapt on to the wall on his left and crawled towards the roof. He could hear the 'Merc with a Mouth' shouting more obscenities at him from below as he rounded the building, but chose to ignore them, and thankfully his voice was soon lost in the droll of the city. He wondered how Deadpool always managed to turn up at the most inconvenient moments of his life, but as he furthered the distance between them, a new thought began to gnaw at him.

Peter had put on a brave front during their conversation, but in truth, what Wade had told him was incredibly alarming. If Hydra was powerful enough to ward off someone like _Deadpool,_ who was probably the most nonsensical being to walk the planet, enough to the point that he was actually _discouraging_ Peter from getting involved, then it was clear that Spider-Man was delving into some very hazardous endeavors here. But that wasn't exactly _news_ at this point, right?

He had already fought against and beat some of the most powerful foes one could tangle with, and lived to tell the tale. He couldn't let some paranoid psychopath depress his vigor—well, more so than it already had been. He just—dammit, he _had_ to stop them. All of it. He had to end Hydra and Fisk, or he would never rest. He couldn't allow the dangers of doing so keep him from trying. He wouldn't be deterred from his mission.

Still, he couldn't stem the tinge of uncertainty he felt growing inside him that had resurfaced during their strange exchange. He recalled at that moment that there were still questions about himself that had yet to be answered, and that he would prefer to be resolved before the epic showdown ensued. He wanted to be as prepared as possible. Lucky for him, he had an idea in mind. And he was, after all, long overdue for an appointment with a thankfully non-octopus doctor.

* * *

"W-what the? Spider-Man? Is that you?"

A shadowy figure slithered in through the window, which had become a habit of his to leave open. It crawled up the wall and pulled the shutters down with a yank.

"Yep. So I've been told. How you been, Dr. Maes?"

The doctor's face was skewed with confusion, and he slowly stood from his chair.

"Uh...fine. Busy, no doubt, with work. And your DNA sample." He picked his glasses off his desk and slipped them on to his face. "Is that a new suit?"

"Yeah," he replied shortly, and dropped to the floor in front of him. "I came because I need to know what you've found out about me. Anything you've discovered over the past week."

Maes stared down at him surprisedly, scratching at his beard. "Well, you're a few days early. I haven't finished running all the right tests, and the procedure is incredibly—"

"Just tell me what you _do_ know," Peter snapped, then faltered, shaking his head. "I mean—s-sorry. I don't mean to be so forthright, but I've got a lot on my plate at the moment. I just—I need straight answers on _something._ Anything."

Dr. Maes' hard expression fell, and he sighed amusedly. "It's alright. I understand, kid." He cleared his throat with a shrug. "Well, heh, it's not much, but I'll tell you what I've got. Over here."

He walked into the next room, and Peter followed at his side. Behind the doors were two plastic curtains, which he pushed through with a sweep of his hand. Spider-Man stepped inside behind him, took in the crowded space that surrounded them on all sides, then froze. A small gasp escaped his lips.

There were spiders. _Everywhere._ Hundreds, maybe _thousands,_ scattered about the room in jars and cages and bowls and cups. His mind instantly reeled back to the Helicarrier heist, in the S.H.I.E.L.D. lab with the plethora of arachnids hoarded in a similar nature. Peter's eyes grew wide behind his mask.

"Since you told me your DNA is actually part spider, I've been experimenting with multiple different species samples to see if any of them matched genetically with the one you're mixed with. These little fellas are borrowed from an insect and arachnid sanctuary I used to work at in Pennsylvania. None of them have been an exact match yet."

He hadn't tried it since the incident before. He'd _refused_ to, because he was too afraid. The power he had displayed that night—on the scientists, when Natasha Romanoff's life was in danger, and the fate of his city hung in the balance—was _terrifying._ He had tried to force what he had done out of his mind. He had even tried to convince himself it was some horrible nightmare, and not an actual ability he possessed and had used so cruelly. Yet the faint screams of his victims past whispered faithfully in the back of his mind, and caused his stomach to turn. He tried to shut it out. He tried not to hear them. But something inside him, something he couldn't seem to control, forced his sensitive hearing to stretch out over the room, over every tiny creature in every little vial, and to listen. His heartbeat was throbbing in his throat.

"Nonetheless, the genes you share with them are incredible. Somehow, your body has seamlessly assimilated the ability to grow setules and develop spinnerets glands into your genetic code, and maybe even—"

 _"Kill!"_

 _"Eat!"_

 _"Trapped!"_

 _"Kill!"_

Peter sucked in his breath. _Oh my gosh. I can still do it. I can hear them, and understand them._

He expected to be fearful, horrified, nauseated even. It seemed the appropriate reaction. But, strangely so, none of these emotions surfaced. As a matter of fact, listening to the little voices—picking out the individuals among the entire batch as a whole—felt weirdly _normal_ to him _._ Well, as normal as he believed communicating with eight-legged arthropods could be.

Dr. Maes continued to yammer on, but Peter's mind was occupied elsewhere. His cautious fear had transformed into hungry curiosity. He exhaled slowly to sharpen his focus, then curled his hands into fists at his sides. His eyes locked on to a single spot: a painting, framed on the wall. One word formed in his mind: _Go._

"But from what I've gathered so far, it appears your spider DNA most closely resembles that of the _Metepeira labyrinthea:_ the labyrinth orb weaver spider, in layman's terms, like this guy in the beaker here. Or—wait—there _was_ one in here just a second ago. Huh. I wonder where it— _ah!"_

He discovered the spider to be on his hand, crawling down his knuckle, and reflexively shook it off. The tiny creature flew across the room and landed on a table, twitching a bit before scrambling to its feet. Dr. Maes adjusted his glasses, then gave a nervous laugh.

"Found him. Sorry, haha, the little guy just startled me, and..." He blinked, pushed up his glasses again, then wrinkled his brow. "Wait, what on earth is...?"

The tiny arachnid had reached the wall, and was skittering up the sideways surface as fast as its eight legs could carry it. And as more and more moving dots came into view, Maes realized it wasn't the only one. There were at least thirty of the little creatures crawling up the wall, headed towards the painting hanging above. He watched the enigma in shock for a moment, mouth agape, then turned to Spider-Man.

"You...?" he breathed, glancing between the spiders and the young man with lurching movements, pointing at the painting with a shaky index finger. "Is that—is that _you?_ Are you doing that?"

Peter's vision remained locked on the swirly mix of colors and brush strokes. "Yeah. I did it once before, but I wasn't sure if I could still do it or not. Guess I've got my answer."

"You can _control_ spiders?" he blurted hysterically. "You can—like—actually _communicate_ with them? Make commands that they understand and follow? With your _mind?"_

"Uh huh."

"This is unbelievable!" he practically yelled, bursting with enthusiasm. "This is—this is absolutely amazing! Revolutionary! I can't even imagine the science behind that ability, how that could even—oh wow! I am just speechless! Why didn't you tell me about this before?"

The spiders that were able to escape their cages had all gathered in the center of the painting by now, creating a dark, eerie splotch on an otherwise cheerful piece of art. Satisfied, Peter broke his anchored gaze to look at the doctor. "I was afraid of the power I had before. What I was capable to do with it. I thought it was too dangerous to wield." He stared down at his hands, which were gloved in the black symbiote and as steady as a surgeon's, and a small smile pulled at his lips. "But not anymore. I'm no longer afraid. I have this power, so I should use it to my advantage. Anything that grants me the upper hand on my enemies—I _have_ to use it."

Dr. Maes studied the masked man standing before him carefully, and he felt his excitement begin to dissipate. An odd sort of unease came over him suddenly, but he was quick to push it aside, not wanting to dampen the kid's unusually confident spirits. He watched the spiders slowly begin to sprawl from the painting, while Spider-Man stared down at his wrists. Peter had noticed before, but he hadn't really acknowledged it until now: he hadn't been using his bio-webs at all since he'd donned the black suit. The symbiote was instead creating the webbing _for_ him. Which—I mean, he didn't really understand, but he didn't exactly mind. It worked as well (if not better) than his organic kind, and, as a side perk, matched his dark theme. So what was the loss, really?

The spiders returned to wherever they had escaped from like puppies to their kennels with a thought on Peter's end, much to Maes' relief. He watched the boy as he rubbed at his wrists distractedly, then remembered something from the last time they had met. And yet, for some reason, he felt strangely hesitant to suggest it. He observed the hero in silence a short while longer, until his curiosity got the best of him.

"Well, if that's your mindset now, do you want to, uh...try again and see if you can activate those stingers inside your arms?"

Stirred, Peter glanced up at the doctor. The man was boasting a careful smile, though he swore he detected uncertainty clouded in his eyes. But upon hearing the suggestion, an excitement flared in his stomach.

"Oh, wow, I forgot about those. Uh—yeah, sure, let's see if I can." Any power that could up his game had to be utilized, and the stingers were powerful indeed. If he had been able to use them before, when he was captured by Fisk, he might have been able to escape without being horrifically maimed. Plus, as he had learned when he'd unknowingly struck out at Captain America back during the chimera invasion, the stingers were coated in some sort of neurotoxin, which could be advantageous in battle. He hid his hand behind his back, willed the symbiote to move down to the middle of his forearm, then held it out for Maes to look at. The doctor took his wrist in his palm and studied it meticulously, running his thumb over the skin.

He could feel it, under his flesh—with a sharp and definitive thought, he believed he could activate them. There was part of him that somehow knew he always could. His fear was the true culprit for denying the ability from his control. If they simply cast that aside, and just _accepted_ the great power that they had been bestowed with as their own, he was _sure_ that they could wield it...

But in a sudden and steady rush, Peter's eagerness faded. He remembered the last time he had used the stingers—to _kill_ someone. In a fit of rage and monstrous insanity over the supposed loss of Gwen Stacy, the spears had sprouted from his arms, and with them Peter had stabbed the perpetrator over and over until the life was long drained from his body. Granted, the killer had been a mindless, ravenous chimera, beyond the ability to ever be human again, but that didn't discount the atrociousness of what he had done. And in that same spout of devastating fury, Spider-Man had attacked his friends, nearly killing them, too. Those poison-tipped, blood-soaked projections—those barbaric, devilish weapons conjured solely from his savage spider side—were not things he wanted to use. They were tools for _killing_ people, and Spider-Man would _not_ be a killer—never again.

With jerky movements, Peter suddenly tore his arm away from the doctor's grasp. "Actually, n-no. Never mind. I don't want this. I'm—I mean—I can't."

Maes flinched with a start at the rapid movement, and lifted his gaze to the dark-clad teenager in surprise. He couldn't deny the relief this brought him, although there was something off in his reaction. Spider-Man backed away from him restlessly until his back brushed the plastic curtains.

"Oh. Well, that's alright. We can flip through some of my other findings if you want. Why don't I show you some of the similarities between your genetic code and that of a few of these spider species, and maybe we can figure out the exact blend of arachnid DNA that was ingrained into your—"

The little spider voices were pressing against him from every side, and he couldn't take it any longer. "I—I have to go. I'm sorry," he interceded jaggedly, half-stumbling through the doors into the room on the other side. He skin seemed feverish all of a sudden. Maes followed him confusedly.

"Go? Why? You've hardly been here five minutes." He shut the doors behind him, and a pained expression settled over his face. "Look, kid—seriously. Are you doing alright? You seem...different. I didn't want to say anything, but I can't ignore it. You're...distracted, jumpy— _bi-polar_ almost, for lack of a better word. You don't...you don't seem like yourself." His eyes softened. "I saw what happened, when those six crazy men attacked you and nearly beat you to death. Does this have anything to do with that? With you suddenly feeling the need to scavenge for any power you can get your hands on? Or is it...something else?"

Peter stood facing away from him, rubbing at his wrists, shoulders rigid. He didn't want to hear this talk. Not again, not anymore, not from anybody else. He was fine. Why could no one see that he was fine? He just needed to fix things. Independently, alone—that's all it was. His callouss mask had reformed, and his dark form climbed on to the window sill like a shadowy serpent.

"It's nothing. Nothing that we can't fix. Thanks for the help, doc."

He was gone before Maes could utter a reply.

* * *

 _...Peter? You there?_

 _Look, just text me and let me know when you get this message, okay? We're heading down to the sewage run-off now. We're going to strike when it's dark to try not to draw too much attention to ourselves. Unless you've got any new developments to share, our plan A is a-go. All of us are heading in about ten minutes from now. Except Banner, that is—he's still in California, figured he'd be more comfortable above ground anyway. I've got a couple of cops I know we can trust waiting on standby for us once we free the prisoners, but I need you to watch out for us in case things end up going south. Keep your eyes peeled for any suspicious activity during our operation, and keep us updated on whatever's happening on the surface._

 _And Peter...look, I know we've been giving you a hard time. But you're a good person, alright? I know you are. And if we're able to free any of these kids tonight, it'll be 'cause of you. I'll talk to you later._

* * *

The sound of footsteps fading deeper and deeper underground was soon overshadowed by heavy, metallic clanking. Over and over, the noises sounded, until they stopped directly in front of the facility's entrance. Twelve eyes, hidden behind goggles, gazed into the darkness. And six smiles, curled beneath masks, glistened sinisterly in the night.

* * *

 _ **So after finishing this chapter, I realized something: I've been writing these stories because I never thought Spider-Man would be in the MCU. But now that he's here...I really really really want to start writing some one-shots or something based off the awesome new MCU Spider-Man Marvel has blessed us with! Because every time I write the character I now picture the fresh and energetic voice and face of little Tommy instantly, haha. This story, in comparison, just seems kinda...idk...depressing, boring, disconnected? And frankly...sorta pointless. So I'm gonna ask you guys, cuz this is a big dilemma I'm facing lol. I really want to start working on some current MCU Avengers/Spider-Man stories: Peter dealing with Spidey's sudden catapult into fame, being mentored by Tony, excited but nervous Peter's interactions with all these big, awesome, well-established heroes, and more small scale stuff, school life with his high school buds, more intimate relationships and such, and really anything you guys suggest or want me to write. So just let me know please...thanks :) ya'll rock**_


	22. Chapter 22

_Disclaimer: Just keep swimming~_

 ** _K so if you're wondering why this took so long, LOOK AT THE AGJFDRBHK WORD COUNT. IT'S 20K ALRIGHT THIS IS THE LONGEST THING EVER LITERALLY WHY DIDN'T I SPLIT THIS UP IDK I'M AN IDIOT :D_**

 _ **SO while I was killing myself writing this, I have A.) graduated high school (freedom! yay!) B.) gone to dallas con in a Spidey costume (yay!) C.) gone to orientation/line camp at Baylor (we jumped in fountains and dropped watermelons off of parking garages! and I'm studying as a film and digital media major! yay!) and D.) fangirled the FRACK out over the cast list and set pics from Spidey Hoco (OMG PICS OF TOM IN THE SPIDER SUIT JUST GOT RELEASED AND I AM SCREAFGMNING HE IS PERFECTION YAY!)**_

 _ **Oh and if it wasn't obvious I'll be continuing this story because you all attacked me with love and kindness and it was too much for my heart to handle :3 so yes thank you all so much ya'll are the best I don't say that enough. Your support and encouragement is honestly what made me so excited to write this chapter and is why I put so much detail in that it resulted in the monster before you. It's crazy, unorganized, all over the place, and just wow, but also kinda sorta awesome maybe idk. I highly recommend NOT reading it in one sitting, your butt will be numb, but hey, you do you ;) Read away!**_

* * *

 _Chapter 22_

 _Patience. All good things to those who wait._

Peter thought his uncle had told him something like that when he was younger, but at the moment he couldn't quite remember where exactly he had first learned the phrase. Nonetheless, he felt it was appropriate advice to follow, and decided for now it was best for him to just push all of his fear and worry over the Sinister Six aside, at least until _after_ the Avengers had completed their rescue mission at the Hydra facility. He was making himself and everyone around him incessantly paranoid, and now more than ever he felt he could use a break.

Maybe he should take Gwen on that movie date. It would make her so happy. He pictured her beautiful face blooming with joy if he just showed up at her apartment out of the blue, popcorn and candy in hand, and his skin flushed with warmth. He tried to remember the last time the two of them had just, like, _hung out,_ like normal people, for more than five minutes, and not while he was injured. It felt like it had been ages.

Or how about Aunt May? Their relationship more than any other had been pretty rocky lately. Perhaps he could take her to a museum, or a play, or—hell, just a walk around central park. She was alone far too often. He wished Uncle Ben was here, if only to keep her company while he was so busy as Spider-Man. He hadn't been there for her much at all recently. Maybe he could help her with that cookbook she'd been working on. Any quality time would do, really—as long as he dedicated it solely to her.

He swung above the city, scanning for a shop to stop at, silent as a hawk.

 _But why should we even bother? They will never be satisfied. They will never stop wanting more from us. They will keep trying to take us away from being Spider-Man. Those two do nothing but weigh us down, make us weaker. Cutting them off entirely would make everything so, so much easier..._

Peter crashed more than landed as his body collided with a lamppost, and he slipped a little before crawling gingerly to the top. His blood was cold with alarm.

 _W-what? How could I...why would I ever think that? That's not true. No. Absolutely not. None of it. I love Gwen and Aunt May more than anything. I need their support, their comfort, or I'd—I'd lose it. Why does this keep happening to me?_

It was like his thoughts had been hijacked by another being, if only for any instant. Again. How could his mind conjure such terrible things? He perched atop the light for a moment, fighting to regather himself. The bulb beneath his feet flickered and buzzed like a drunken firefly. He kneaded at his temples with his thumb and forefinger, pursed his lips together, then shook his head. _Well, clearly your assumptions were right, Parker. You're in desperate need for a brain break._

He exhaled levelly, dismissing the unsettling occurrence with a certain level of hesitance, then laid his hand against his side. _Anyway, what time is it? Not too late to stop by Duane Reade for some Twizzlers I hope. Gwen will kill me if I buy the knock-off brand again._ He retrieved his phone from the suit, clicked on the screen, and found that he had three missed calls, some text messages, and a voicemail, all from Steve. The latest was from about twenty minutes ago. He wondered why he hadn't felt or heard his phone ringing.

He listened to the message and read the texts. _'Heading down. Keep watch for us pls.'_

So they had made their move, were probably rescuing the prisoners at this very instant. They'd likely be done by the time he showed up, but he could check the entrance on his way to the convenience store, make sure everything was going smoothly. After all, even on the most covert of missions, you never knew what crazy antics these Hydra freaks might pull out of their asses.

A line of webbing zipped from his wrist, and he leapt off the lamppost. He knew the sewage runoff was just up ahead, down the street and a quick righthand turn. In minutes, the dark, shimmering waters came into view, and he stuck to the bottom of an overpass. Taxis and trucks rumbled from up above and down below, and he watched the river toss and sway from his upside-down perspective. The entrance was somewhere nearby, probably hidden behind a curve of the landscape. He eyed a police car parked on the opposite side of the street with the lights off, which he assumed was owned by the policemen Cap trusted, and Peter sprung off the grainy concrete and swung across the road. His sticky fingers stuck to the building it sat perpendicular to, then he dropped on to the car's roof.

"Hey coppers, anybody home?" he inquired, reaching down and knocking on the driver's seat window. "It's me, Spidey. Are you the guys looking out for my Avenger friends? Seen anything suspicious yet?"

When there came no reply, Peter pressed his hand against the glass, and felt the door give a little beneath the pressure. Puzzled, he reached up and found he was able to curl his fingers around the edge. The door to the car was open. An uneasy feeling came over him, and he hopped to the ground, pushing the door all the way out. His eyes absorbed the scene, and his heart skipped a beat.

It was torn to shreds. The wheel, the scanners, the leather seats, all of it. It looked as if someone with a hack saw had just jumped in and went ballistic. Yet the damage was eerily streamline, and not unfamiliar. And with burning dread, he realized why: it resembled the markings on the walls of the old man's warehouse.

"Oh no," he whispered, jarred with a feeling of sudden sickliness. The dark stains outlining the gashes, marring the fabric, dripping on to the panels, and pooling around his feet now became apparent. They reflected the low light of the city in neon red. Peter stepped back slowly and realized the liquid trailed past his feet all the way to a corner at the end of the street, which was bordered by two concrete walls. A messy pile of garbage bags and litter lay scattered in the bend, along with two human-shaped silhouettes. Spider-Man crept closer, and found one to be a policewoman, sprawled flat along the ground, dressed in full uniform with her head split open and oozing across the pavement. The other was leaned limply against the back wall, which was dented with a bloody crater where his body had collided. His flesh was slashed and ripped all over, and meat was spilling from his busted skull. They looked as though they had been thrown like rag dolls by a great force, and left to rot in the filth of the city like trash.

"Oh no. No, no, no," he breathed, backing farther and farther from the car and the bodies. His eyes fell to the blood trail sprinkled along the pavement. "How could this...?"

An imprint, smeared right beneath his feet. A circle with three long triangles fanning out from the center, preserved in blood. No, not an imprint—a _footprint._ And it wasn't the only one. His gaze followed the line of ominous patterns as they faded off across the street, over the curving landscape. Right to the sewage run-off where he knew his friends would be.

All of his doubt and denial was gone, now replaced with terrible fear. Spider-Man sprinted over the road and leapt on to a squat building set parallel to the secret entrance. He crawled to the roof and crouched along the edge, heartbeat throbbing in his head. The large block of concrete sat below, perched at the bank of the river. And something else. The clunky, shadowy form of a man. Voices became audible.

"Just _drop_ it already, for crying out loud!"

His ears pinpointed the sound, and his eyes discovered a group of people gathered in front of a semi-truck about half a football field's-length away, on the other side of the sewer's mouth. Their far-off silhouettes, like that of the one right beneath him, appeared bulky. The single figure below raised his hand sharply.

"Patience. They're almost in position."

Peter glanced between all the people in his line of sight. _What's happening? What are they doing?_ It couldn't be anything good. What should he do? Frantic, he snatched his phone from his suit, switched it to walkie-talkie mode, and held it to his mouth.

"Cap! Natasha! Hello? Anybody? Answer me! Oh, Cap! There you are! Thank God."

 _Kid? Really?_ came the exasperated voice of Steve Rogers through the receiver. _I told you just to text me. We're almost done down here. We're making one more loop around to find any stragglers, then heading back to the sewage exit. Go to the south entrance, if you're wondering where—_

"No! Listen to me! You need to _evacuate!_ Abort! Whatever you call it! Something!"

 _Huh? What's the matter?_

"I—I'm not sure. But the Hydra—I mean, the Six, Doc Ock, they're _here,_ at the sewage entrance. I don't know what they're doing, but I think they're—"

"It's time. Stand back, everyone."

With a few excited laughs, the men scrambled behind the truck. From the thick form standing just below him, the serpentine silhouette of a single tentacle rose up. There was something gripped in the fingers at the end. Peter could hear it beeping steadily.

"Hydra, the Avengers, and Wilson Fisk. You are all guilty of the same unforgivable sin: hoarding power you don't deserve for far too long. It is now our turn to be feared and respected, free of your interference and willing to use our power how it was meant to be used. I therefore condemn each of you to the same honorless fate. Drown in your shame and arrogance."

Peter's spidey sense exploded inside his skull, and his heart plummeted into his stomach. _A—a bomb. It's a bomb. Oh God. He's going to bury them._ The weight of what was about to happen struck him like a knife.

 _Peter? Are you still there? What's happening?_

The man below clicked the device on with one of the prongs, and the beeping grew louder, faster. He held it above the hole.

 _"Get out of there! Now!"_ Dropping his phone, Spider-Man launched off the building. Two lines of webbing shot from his wrists and latched on to the dark figure. He drew the silk taut between both fists then rammed his feet square into the man's side. The impact sent pain zinging up Peter's legs, but also sent his victim flipping violently off the river bank and into the water with a screech of surprise. Spider-Man tumbled to the ground in a mess of limbs, groaning regretfully, before he sprung to his feet. He whipped around to the Hydra facility's entrance, just in time to see the bomb bounce around the edges before dropping right into the hole.

 _"No!"_ he cried, bolting to the mouth of the tunnel and jamming his fingers against his palms. Strings of black webbing rocketed blindly from his wrists down the curving passage, trailing after the deadly device in vain as it clattered against the walls of the shaft. The beeping grew faster, faster, quieter, until he heard the weapon hit the bottom with a loud _clang._ In the moment of agonizing silence that followed, horror swallowed his heart.

 _I missed. I was too slow. What have I done? What do I do? Oh God, what have I—?_

 _BOOM._ The earth erupted beneath him. The whole world went red. It was tremendous, unimaginable, deafening. In an instant, his body was catapulted backwards in a fiery tidal wave, and it felt like decades before he finally reunited with the ground. Spider-Man crashed into the pavement and rolled far across the road, skin burning, ears ringing, bones quaking, head pounding. Sickening heat washed over him from every direction, and thick, flaming debris rained down on his crumpled form like hellfire. He was numb with shock, and dizzy with pain. Even as the chaos began to settle, the earth continued to roar. With a weak moan, Peter slowly pushed himself to his elbows. Half his body was bare, exposed, and striped with burns. The blast had ripped the symbiote almost completely off his skin. His bleary eyes gazed down at his arms, and he watched the black slime slowly spread back over his lacerated flesh. He felt it ooze over his chest and shoulders, and crawl up the back of his neck. It took almost two minutes before the dark organism finally enveloped his bloodshot eyes and dry lips, and the terror on his face was hidden behind the menacing mask once again.

 _Oh no,_ he thought with crippling dismay. _Oh God._

Gingerly he pushed himself to his knees, then carefully climbed to his feet. A smoking, gaping crater was what remained of the secret entrance, and water was surging in from every possible angle. There was nothing he could do to stop it. The whole facility would be flooded in seconds.

Breathing raggedly, Peter stumbled around the rubble to the short building on the left, and found his phone under a charred lump of cement. With shivering fingers, he tapped dazedly at the shattered screen, trying to get an answer from the other end, a sign of life.

"C-Cap...come in. Thor...please... _somebody._ Are you there?"

The receiver buzzed hollowly, and he leaned against the wall with a moan. The ringing in his ears wouldn't stop.

"Tony...Natasha...Clint? P- _please._ Answer me! Tell me you're alright. T-tell me you got out. Oh God, oh God..."

In his desperation, Peter gripped the phone too tight, and the fragile device suddenly crumpled in his hand. Glass and metal fell between his fingers, and he stared at his palm with hazy anguish. _What have I done? Why didn't I stop him? Why didn't I come sooner? Oh God, what have I done?_

Hollers and cheers sounded to his right, and he glanced that way deliriously. The group of men he had seen behind the truck before had emerged from their hiding spot and were standing in the street, pointing at the destruction, high-fiving, laughing. In the light of the smoldering wreckage, their bodies and faces were visible now, although Peter's vision was still shaky and blurred. Their forms looked oddly bulky, and seemed to reflect the golden glow of the fire. They were wearing some kind of armor. He counted five in total.

"Wait a sec, boys. Where's the doc? Mister wasn't caught up in the blast, was he?"

At his words, Peter's spidey sense sparked at the base of his skull, right as a mechanical tentacle burst out of the water and stabbed into the concrete. A jagged body broke the surface after, followed by three more artificial limbs. The round man crawled from the river, and behind the metal mask he wore, his face was twisted with rage.

"Who did it?" he spat, rising high off the ground on the four malevolent tentacles. Water dripped from his suit and darkened the asphalt below his feet. "Which one of you dared attack me? My mission was nearly compromised!"

"Huh?"

"Wasn't us, Doc."

"Not me."

"Sure you didn't just trip or something?"

"Who cares? We did it! All of 'em blown to smithereens!"

At the carelessness and cruelty of their words, fury boiled in Spider-Man's blood. They had murdered his friends. His friends were dead because of them. These men—these _monsters_ —had sought them out and claimed their lives. He wanted to scream, fight, and cry all at the same time. It was one thing for his enemies to go after Spider-Man, beat him to the verge of death, publicly humiliate him in front of the entire city. It was another thing for them to murder innocent civilians that Peter never knew. But now that they had taken the people he truly loved, his _family?_

He hadn't been able to protect his friends. But he'd make damn well sure he avenged them.

"Well somebody _had_ to knock me over! Somebody _had_ to push me in!" A single accusatory arm stuck out at them threateningly. "Which one of you idiots did it?"

 _"This_ idiot, asshole!"

Before he had even turned all the way around, a punch like none he'd ever felt suddenly struck the doctor in the face, and he went sailing over the bomb site right into the rest of his team. A few were knocked to their rears like bowling pins, while the rest scrambled to catch their disheveled leader. When they had recovered from the shock, all twelve eyes fell upon their solitary attacker, who leapt over the wreckage and stood before them menacingly. His lean, angular body was clothed in all black, and the dying flames gilded the contours of his coiled muscles. The piercing white eye-lenses bored through the smokey air like daggers.

"Who the hell is that little pipsqueak?" the Rhino snorted, helping Doctor Octopus to his feet. Now Peter could see; all six of them—O'Hirn, Octavius, Electro, Shocker, Fishbowl-Face, and the Vulture—were dressed in some kind of body armor. It wasn't overly thick, but it certainly added some extra and unneeded surface area to their appearances, especially the Rhino's. The metal was almost liquid-looking, and brilliantly silver. It reminded him of War Machine's suit, without Stark's "hotrod" paint job. Guess the case of Tony's stolen materials had been solved.

Octavius tore away from his teammates and licked at his busted lips, still somewhat stunned by the great force that had hit him. He glared down at the person standing at the edge of the road and gritted his teeth.

"You are making a grave mistake, boy. You have no idea the forces you are meddling with here. Leave at once, and I may consider forgiving your discourtesy. This operation doesn't concern you."

"Doesn't _concern_ me?" he retorted lividly. "You don't think you blowing up my friends _concerns_ me? Or everything else you sadistic dickwads have done to me and my city?" His voice was shaking as he spoke. His fists shivered at his sides.

Octavius' face wrinkled into an amused sneer. _"Your_ city? That's dangerously audacious talk, little one. Considering the current circumstances, I thought it was clear: this city is _ours_ now. Hydra is buried, and the Avengers are gone."

Sucking in a breath of bitter air, the black-clad hero dropped slowly into a crouch, bending low on both knees with one hand angled behind his arching back and the other sprawled flat against the concrete in front of his face. The insect-like stance was familiar, iconic—and the realization struck the Sinister Six in a shocking rush.

"Hate to break it to you, but you're wrong. There's one man left that you morons overlooked. One more Avenger that's still here to kick your asses and keep the city safe." In a flash, he darted into the street, straight for the six armored villains. "Your not-so-friendly neighborhood _Spider-Man!"_

He threw his full weight into Doctor Octopus, and sprung off his body as it toppled to the earth. He landed on the Rhino's chest, uppercut him in the jaw, swung around his horn, webbed it to his leg, and kicked the back of his knee. He zipped between Mysterio's legs, hooked two web-lines to the back of his bowling-ball head, and flung him into the building across the street. There was no hesitation in his movements, no thought or distraction to hinder him. Everything was fluid and efficient. He rammed the side of his foot into Electro's neck, seeing that he was now wearing a solid, high-tech-looking suit, and sent him flying down the road. Black webbing splattered over the Vulture's helmet, and he threw him into Shocker with all his strength. The two went tumbling across the pavement with a plethora of grunts, right as Peter's spidey sense buzzed inside his skull. He ducked as a metal arm whipped above his head, rolled as another lashed at his body, then yelped as a third seized him by the ankle. His flailing form was ripped from the ground, and the tentacle dangled him high above the asphalt, upside-down.

 _"Spider-Man?"_ Doctor Octopus hissed in disbelief, voice muffled by the futuristic helmet. "This is impossible! You can't be him! Wilson Fisk told us you were dead!"

"Gasp! No way! The Kingpin of crime, _lying_ to you? What a _completely_ unpredictable plot twist!" He rammed his fist into the arm's metallic frame, but the powerful mechanism didn't budge. Instead, the punch made his own hand blossom with pain, and he bit back a cry of agony. In fact, as his senses began to rekindle and he considered the aching bruises he could feel developing all over his body, he realized all the hits he had dealt thus far seemed as though they were hurting him just as much as those they were meant for. Their stupid armor was blocking all his attacks!

"That pitiful swine let you _live?_ I can't believe this! He stole the glory of killing you from me for himself, and then didn't even fall through with it?"

The rest of the Sinister Six had already recovered, and were surrounding their leader as he held the squirmy figure above the street. Their eyes were wide with shock and anger.

"If it makes you feel any better, he tried his very best," Peter chuckled scornfully with a shrug. "But I've got this uncanny habit of always popping back up again even after— _mmmph!"_

A second tentacle shot out and clamped over his entire face, cutting his words short. The last two grabbed his arms, making him unable to claw himself free.

"Is it really him?" the Vulture scoffed, peeling the remaining web-fluid from his helmet. "That same unbearable pest from before? This one's costume is different."

"Sounds like 'em. Fights like 'em. Irritates the pants off yah like 'em. I reckon this lil' rascal is our bug after all."

The Rhino stamped his foot into the pavement. "Are you kidding me? I thought the little twerp was supposed to be _dead!"_

"Now, now, calm down, boys. No need to cause a scene." Octavius watched the hero twist and flail helplessly beneath his hold, and a grin curled along his lips. "I must admit, _hero;_ if you are who you claim to be, your selective fitness and dedication to being a _relentless nuisance_ are admirable. You have a terrible gift of imperishability, unlike the rest of your pathetic friends. But that is an inconvenience easily remedied."

He tightened his grip on Spider-Man's head, aiming to crush his skull like a grape, when the dark material of his costume suddenly stirred. Then, in an instant, black tendrils shot out from his shoulders and jabbed into Doctor Octopus' face, cracking his helmet's goggles and making him leap with a start. His hold on the teen hero faltered, and Peter wrenched his arms free and tore the prongs off his head. With a quick twist, he kicked out of the last device and flung himself between the Rhino's legs, rolling along the pavement and popping up safely outside the evil circle. The gang of bad guys towered over him threateningly.

"You don't know when to give up, do you?" Octavius hissed, ripping the lingering glass shards from his goggles. "Your misguided determination is impressive in its own paltry way. But what, might I ask, do you have left to fight for? A smart boy like yourself must have deduced by now the unfortunate passing of all your beloved teammates. There is nothing for you to gain by fighting us."

"How about _payback?"_ he spat lividly. "Ever consider that? How about I make you regret all of the horrible thing you've done? _All_ of you!"

Doctor Octopus smirked hideously. "My, my, Spider-Man. I never thought I'd see the day _you_ of all people fell to the lust for visionless revenge. Such aggressive talk from someone once so comical and air-headed, but now so small and alone." He rose up on two of his mechanical arms, while the other pair fanned out at his sides. "And now, more than ever, so _hysterically_ outclassed. Remember how well you faired the _last_ time we all fought? Look at the men you are going up against _now,_ arachnid. Thanks to the complacency of a certain metal avenger, I have outfitted all of us in protective, combat-enhancive, weaponized battle suits. I have managed to make the most powerful beings on the planet even more so. So take a moment, little hero, and consider your options wisely. We came after you last time because that accursed Fisk ordered us to, but now that we are a sovereign body, I am giving you a choice. We have already won the war; your existence is microscopic in my eyes. So if you harbor an _inkling_ of sense in that naive head of yours and wish to escape with your life, leave now, and never show your face in our city again." His cruel smile grew broader. "But if you're the moron I've always known you to be, by all means, stay, and grant us the honor of bringing your life to a well-deserved end."

So they weren't with Fisk and Hydra anymore. He had assumed such after Doc's little hate-speech and the bombing of their ex-boss's base, but now it was certain. This was a three-way battle, although things were looking rather glum on Peter's side of the field. And yet, a rage burned within him—wild, untamable, permeating his skin and racing through his flesh. He couldn't shake it. He knew this was insane. Even with the symbiote's help, it was very unlikely that he'd be able to defeat the six monsters looming above him, all of whom were armed like a bunch of serial killers out of some freakish sci-fi thriller. He knew the rational thing to do right now was to back down, contact Fury, galvanize some extra help, then bring the fight to them when he was more prepared.

But rationality wasn't his concern anymore. Making these bastards _pay_ was. And he would use all the power he had to do exactly that.

"Oh Octy, you know me so well," he growled. Some police cars had pulled up along the outskirts of the scene, as well as a growing group of curious, wide-eyed civilians. There was no joking tone to Peter's voice. "Except for the part where you even suggested that I would _ever_ let you reprobates get away with what you've done. You have crossed the line, assholes. Now it's _my_ turn."

Peter darted into the maw, and his instincts kicked into overdrive. All of their movements seemed to be in slow motion, and the first thing that caught his eye was the Vulture lifting off the ground. A web cable shot from his wrist and latched on to his wing, and he vaulted over the swinging arms and flying fists with a sharp upwards jerk of his body. Bird-man dragged him high into the air, and the spectators watched in awe.

"You've bested me twice, Spider-Man!" Toomes yelled down to him, driving higher and higher into the starless sky. "But your luck will run out this time around, along with your will to live!"

The Vulture did a full 360 then began to curve into a loop-de-loop, but Spider-Man was ready. He fired another web-line with his free hand that stuck to the Vulture's chest, then yanked it behind his head. As his enemy lurched downwards, Peter continued skyward, and he nailed him in the chin with the end of his kneecap. His bones throbbed from the impact, but he didn't care. _Cushion my hits,_ he instructed the symbiote. If he concentrated the organic material on whatever body part he was using to strike the armored villains, maybe the recoil wouldn't be so damaging. The Vulture's head snapped back, and he cried in anger. The pair of them dropped a few hundred feet before he managed to level out, with Spider-Man still trailing him via web.

"That is _it!"_ he screeched, and rocketed down to his comrades. As Peter was pulled between them, a devastating blast knocked him in the side, and he crashed to the asphalt with a groan. Two more came barreling towards him where he laid, but he somersaulted out of the way and sprung into a crouch. Balling his hands into fists, Peter dashed at Shocker and ducked under another air blast, skidding along the pavement and knocking his legs out from underneath him. Montana face-planted into the road, but rolled upright instantly and fired more energy pulses his way. One nicked him in the shoulder, and he couldn't _believe_ how much it hurt. His gauntlets were definitely more powerful than the last time they had fought. Recovering, Peter webbed up his goggles, then tore a road light from its roots and slammed it into his stomach. The hit hardly moved his armored form, however, and he buzzed the webbing off with ease. Spider-Man evaded another energy blast, hopped over a swinging tentacle, sprawled flat against the street as the Vulture's talons sliced above his head, until a horrible shock suddenly jarred through his body. While distracted, Electro had sent a bolt of powerful electricity zipping into his skinny form, and he laughed maniacally as Spider-Man twitched and cried in pain. Peter knocked him good with a super-powered slug to the neck, but it wasn't good enough. With swelling panic, he realized he was essentially wailing on a bunch of Iron Men with nothing but his bare hands, except these Iron Men all had a variety of deadly abilities tacked on to their impenetrability. Crap.

Hardly fazed, Electro sent him flying backwards with a zap to the chest, and he hit the pavement hard. A second later, a giant metal foot slammed into his stomach, and he flew into the building beside the river. Concrete and mortar spilled over his aching body, and he crawled from the wreckage in a daze. Then his spidey sense went haywire inside his head, and he jumped to the left right as a tentacle crashed into the cement between his feet.

"It pleases me that you're so headstrong, arachnid," Octavius jeered, claws snapping at the open air. "This is the perfect opportunity for us to test out our new gear. Go ahead, boys. Show him what we've got."

"Ooh, me first!" the Rhino bellowed excitedly. With a couple of deep whirs and clicks, two metal panels quickly rose up from his shoulders. Thick, oval-shaped objects listed forward to poke out of the cavities, and Peter's eyes went wide.

"Oh, you have _got_ to be kidding—"

 _Shoom, shoom!_ A pair of freaking _missiles_ launched from the Rhino's armor and flew straight at him. Frantically, Spider-Man leapt on to the wall and sprinted towards the roof, right as the rockets exploded behind him. His body was flung forward just as he reached the crown, and he sailed all the way over the wide structure. He landed roughly on the other side with a grunt, then turned to watch a ball of fire bloom into the sky.

Holy _crap._ This was bad.

"Aw, he's still breathing," Octavius whined, rounding the corner on his four deadly appendages. The rest of Six followed, and Peter quickly scrambled to his feet. "Who wants to go next? Toomes?"

"With pleasure," he cackled, and rocketed straight for him. Peter planted his sticky feet firmly to the concrete and snagged two web-lines on to his metal wings, then whipped him towards the ground. Toomes slammed into the earth, rolled once, then popped back into the air with one wing titled back. He whisked it in front of his body, and hundreds of tiny dagger-feathers flew from his mechanical plumage like ninja stars. Peter bent over backwards to avoid the majority, but a couple raked across his chest and face, and one lodged into his calf. He cursed in agony, but that was the least of his worries. The Vulture was upon him, and his jagged talons hooked deep into his shoulders. To make matters worse, as soon as they grabbed hold of his flesh, an electrified jolt tore through his body. Peter took hold of the Vulture's leg in his shaking hands and squeezed as hard as he could, until he finally felt the metal give beneath his grip. A few more seconds, and he'd snap his bone. But with a cry of rage, Toomes tore the talons from his skin and flung him to the ground, and Peter rolled and rolled until he bumped into the edge of a wooden dock. He laid wallowing in agony for a moment, wondering how they had all updated their tech so quickly and evilly, before scrounging himself back together. With shivery effort, he heaved himself upright, and ripped the feather from his leg. It clattered to the concrete, leaving streaks of red where it bounced.

"You're pitiful, Spider-Man," Octavius scoffed amusedly. His human arms, cocooned in silvery armor, were crossed over his pudgy chest. "You deserve to suffer."

"Well, you deserve to have a cactus hammered up your asshole," Peter hissed under his breath, but this only made the Sinister Six laugh harder.

"And yet, who out of the two of us is the one bleeding on the ground?"

A long, snake-like appendage lashed out at his quaking form, and he barely sprung out of the way as it jabbed into the cement. Peter grabbed a large chunk of rubble with a single web-line and flung it at Doctor Octopus' face, but he shattered it with a sweep of his arms and thrusted a tentacle into his gut. Spider-Man tumbled far down the boardwalk, half his body hanging over the edge when he finally came to a stop. The water rose and churned hardly a foot below him, beckoning his tortured soul to sink into its murky darkness.

"Mysterio will display his majestic new powers for your pain and amazement next!" Fishbowl-Face proclaimed, stepping out on to the dock and stretching out his hand. From underneath his gilded sleeves, tiny darts began to shoot out towards him. Peter jumped over the first wave, ducked under the second, then found the next one impossible to dodge at any angle. Reacting on raw adrenaline, Peter gripped on to the side of the boardwalk and rounded the edge in one ridiculous flip, his feet skidding over the water before sticking to the slimy underbelly of the dock. A stinging pain flared along his forearm before he had fully executed the maneuver, however, and he held it close to his body with gritted teeth. The stinky, black river bobbed just beneath him, occasionally slapping against his back and sending chills up his spine.

 _This was a mistake!_ he thought in a panic, wincing as the symbiote drew the tiny spikes from his skin and dropped them into the water below. _What was I thinking, taking them on all by myself? I can't beat them! They're going to kill me!_

 _No! Wrong! We can destroy them! We don't need anyone but us! We can be strong enough, if you'd only let go! Give us full control!_

 _What do you—is that_ me _thinking? Who is that? What is—?_

 _Spidey sense._ Instantaneously, a tentacle crashed right through the dock and plunged into the water. Peter jerked his body barely out of the way as splinters flew and waves splashed, and the claws snapped hungrily at the empty space. Another burst in between his feet, and a third just inches from his head, until the doctor finally got smart. The fourth and final arm came zipping around the boardwalk and snagged him around the middle, and Peter yelped as he was dragged from his hiding spot.

"Am I right to assume that you're having second thoughts about choosing to battle us, Spider-Man?" Octavius inquired, as if he could read his mind. The tentacle clamped around his torso felt like it was crushing his diaphragm, making it incredibly difficult to breath. He kicked and pulled at it valiantly, and could feel it bending beneath his hold, but it wouldn't release him.

"S-second thoughts?" he asked sourly, gripping on to the thick mechanical fingers. "Pish-posh, Squidward. I don't ever second guess myself. It's one of my flaws. One that we clearly have in common, seeing that you _chose_ to cut your hair like that and haven't gone back and begged the salon to fix it from looking like a salad bowl with split ends. Might I suggest…T-Ted Gibson…on fifth…avenue…"

Something was wrong. His head was starting to spin. It felt like he was about to black out. The arm squeezed around his middle was not helping his case. His words slurred together, and his head swayed a little, but he forced himself to stay upright, and blinked his eyes frantically. _Oh no. What's happening…?_

"What's the matter, arachnid?" Octavius jeered mockingly, drawing him closer. "Why so sluggish all of a sudden? Don't tell me you're fading out on us _already."_

"Our little friend must be falling victim to the effects of Mysterio's fabulous new poison-tipped fly-darts!" Snow Globe exclaimed, producing one from a tube under his armor and snatching it out of the air. "Each is coated in a glorious mixture of powerful neurotoxins, capable of rendering the average person completely incapacitated in a matter of seconds!"

"Oh, s- _screw_ you guys," Peter moaned, shaking his head woozily. He could feel his muscles slowing beneath his skin. "Just when I thought…you couldn't _possibly_ be…any bigger p-pricks…"

"Dozing off on us, are we?" Dr. Octopus scoffed. "How rude. But don't worry, Spider-Man: I know _exactly_ what will cure that."

Curling his claws tighter around the scrawny hero, Octavius thrusted his tentacle downwards, and dunked Peter straight into the river. He gasped in terror as his body was submerged, and the icy darkness swallowed him whole. He kicked and screamed beneath the surface for almost a full minute before he was finally pulled from the waters, and he choked raggedly on the humid air.

"See? You're looking livelier alright. It's definitely helping. But perhaps you need a little bit more, yes?"

"N-no," he murmured pleadingly, dizzy and delirious and fighting to catch his breath. But his enemy ignored him, and he was forced into the deadly waters again. He gagged as his lungs flooded with liquid, and grappled at the tentacle with wild desperation. Pockets and cracks were forming in the armor beneath his powerful fingers, but he didn't have the strength to break it. The wait for air was longer this time, and blackness began to invade his eyes. He was drowning. When he was eventually lifted from the river, all he could do was cough up water and gulp as much oxygen into his starving body as possible. From the safety of land, right on the edge of the river, the rest of the Sinister Six were cackling.

"It's appropriate, don't you think? For you to die by the same medium that took the rest of the Avengers. For your body to rot in the same disgusting waters that theirs will. It holds a certain irony and poetic quality that someone even as uncultured as yourself must appreciate, right?"

Peter couldn't answer. Every time he exhaled, the claws coiled tighter around his diaphragm, like a boa constrictor squeezing the life from its prey. Hollow gasps burst from his throat, and his head swam with exhaustion.

"In any case, it's as meaningful a death as you're going to get from me, though please feel free to withhold your gratitude. I'm a modest man."

He couldn't let it happen again. He wouldn't survive it. With no other ideas present in his hazy mind, Peter curled his hands around the tentacle gripping his torso and willed the symbiote to drive inside it. The black sludge poured into the device's inner-workings, and ripped through the coils and wires. Before Octavius could plunge Spider-Man into the water for a third and fatal time, he felt something snap inside the metal arm that held him, and the prongs at the end suddenly went limp. A flood of air surged into Peter's lungs as the pressure was relieved, and his adversary faltered.

"Wha—? What did you—?"

A web-line zipped from his wrist and snagged on to one of the tentacles supporting the evil doctor, and he ripped it out from under his body. Octavius stumbled with a shout of surprise, and his other arm whipped harshly to the side, sending Peter flying down the boardwalk. A small boat was parked at the end of the dock, and he crashed into the sail, tearing a hole clean through it, before tumbling into the hull. He lay tangled in the scratchy ropes that were strung loosely from the rods overhead, wheezing weakly and grasping to stay conscious.

"Damn, you're annoying," Octavius growled, crawling clumsily to his feet. He stared at the broken claw distastefully for a moment, then marched towards the tottering boat. "You just can't help yourself, can you?"

Peter laid with his limbs sprawled out and messy, gulping down choppy breaths, unable to move. The poison was turning his muscles to stone, and his superior senses to mush. He couldn't think. He couldn't escape.

Doctor Octopus loomed over him like a ghostly shadow, taking in his enemy's crumpled, vulnerable form, and heaved a lofty sigh. "You know, Spider-Man—I almost feel _sorry_ for you. Look at you lying there: broken, helpless, and utterly alone. All of your friends are gone, and the whole city has shown up just to watch you die a bloody and shameful death. I wonder what terrified thoughts must be racing through your head at this moment."

Terrified wasn't exactly how he'd describe it. Empty, more like. Peter felt completely and totally hollow inside. The loss of his friends hadn't truly settled with him until that very moment. They were gone, and he was alone. Never in his life had he experienced such unbearable, crippling loneliness. All the fight was out of him, both physically and emotionally, and emptiness was the only thing he knew. He could feel the symbiote working to lift his body up, get him back to his feet, and he tried for a moment to do so. But a powerful tentacle rammed into his chest and enclosed around his frail form, pinning him down.

"But this was your choice. I gave you a choice, and you chose wrong." The metal prongs at the ends of the two operational arms began spinning wildly, turning into merciless buzz saws. Peter's spidey sense throbbed at the base of his skull, but there was nothing he could do. He could hear people off in the distance yelling, sirens wailing. The chopping blades descended on to body. "Now die, foolish hero. And stay dead."

He closed his eyes. The first one reached his stomach, tore through the black slime, and barely brushed his skin. The pain was like fire. But before it could cut any deeper, the buzzing stopped. The spinning ceased. The agony didn't escalate. When he found himself not carved to pieces in the next few moments, he ventured a peek through slitted eyelids with shivery disbelief, gasping raggedly.

The tentacles sat unmoving above him. His scrambled mind didn't understand at first, until his eyes focused on the claws at the ends of the arms. Both were shrouded in orbs of flickering, red energy, with the deadly fingers frozen inside.

"Leave my friend _alone,_ you bastard."

Octavius' face skewed with confusion. "W-what?" he exclaimed, whipping around. "What's happening? Who are you? What the _hell_ do you think you are—?"

With a sweep of her hand, Doctor Octopus was thrown from the dock, and he dropped into the water with a loud splash. Peter blinked slowly, realizing he wasn't sliced to ribbons, and struggled to lift his heavy limbs. Before he could move more than an inch, however, he felt a strange pressure surround his body, and he rose from the boat on a cloud of red light. After floating a short distance away from the rickety hull, he was lowered with care back on to the dock, and felt his head settle into a cradling hand. A familiar face stared down at his from above, eyes wide and worrisome, skin flushed with fear.

"Peter?" she said desperately, voice raw with pain. "Can you hear me? Are you alright? Peter!"

She felt him stir in her arms, and Peter gazed up at his rescuer with poignant disbelief. "W…Wanda?" he croaked, his breathing growing steadier. Relief like none he'd ever felt suddenly rushed through him. "Oh…oh my gosh. You're here?"

"Oh, Peter," she whispered, and wrapped him into a fierce hug. Her arms were warm and comforting around his aching body. "Thank God you are okay. I thought I was too late."

"You…saved me," he said, still in shock. "Again." A pained smile pulled at his lips and crinkled his eyes beneath his mask. "Thanks. Again. We've s-seriously gotta stop meeting like this."

He coughed hoarsely, and she moved her hand to his back to help support him better. "You're hurt. We have to get you away from here." She lifted one arm up to move him with her magic-ness, when a flock of feather-knives came zipping from behind them, two of which sliced across her hand. She cried in agonized surprise, and a pair of talons snatched her up by the jacket and flung her away from Peter.

"What do you think you're doing?" the Vulture snapped. "Get away from our prey!" Wanda caught herself with pulses of energy from her palms, hovering just above the water. Spider-Man could see the blurry outline of the Vulture circling him in the sky, preparing to dive-bomb his feeble form, and he gritted his teeth together. _Have to move. Have to move._

With a groan, the sable hero forced himself into a sitting position, clutching on to his pounding head. Peter dropped one hand flat against the wood, dragged his legs underneath his body, then gave himself a moment to compose. A level breath seeped from his lips, and finally he pushed off the dock and stood all the way upright. His knees wobbled a bit, but he stood his ground.

"Pe—I mean— _Spider-Man!_ Stop! I am coming!" Wanda flew towards him rapidly, but a puff of colorful gas exploded right in front of her, blocking Peter from her sights and making her wheeze.

"Bow before the power of the arcane arts, naive new foe!" Mysterio bellowed, chucking more smoke bombs her way. He, Electro, and Shocker were standing along the water's edge, concentrating their firepower her direction, while the Vulture was occupied with Spider-Man. Peter lifted his gaze to the sky, and curled his hands into fists.

"N-no. It's okay. I'm okay, Wanda," he called back to her calmly. And, for once, he wasn't just saying that. The poison was already beginning to wear off, thanks to his extremely accelerated metabolism, and his body's oxygen levels had been replenished. He could feel the strength returning to his muscles, and his energy was steadily revitalizing. But, most importantly, his will to fight had been renewed. He had a reason to fight now. A real, tangible reason. Not for payback, or hate, or anger, or vengeance, or any of those reasons he knew were against his nature to be driven by, but for a person. Someone who cared about him enough to put her life on the line in order to protect him, and for whom he would do the same. A selfless ally. A true friend. A person who reminded him that there were still things left for him to fight for.

"I'm fine," he asserted, then aimed his wrist at the sky. The Vulture had banked back his direction and was zipping towards him like a torpedo, wings tucked at his sides. His talons unsheathed within moments of reaching Spider-Man, but Peter had his spidey sense at his advantage. At the last second, he dodged to the right, snagged a web-line to Toomes' face, then used his momentum to swing him around and around and throw him across the river. The Vulture crashed into a large yacht that sat beside the neighboring dock, inciting screams of terror from the people aboard. He seemed indisposed for now, when Peter's spidey sense suddenly erupted inside his head. He spun around right as a tentacle shot out of the water and seized him by the throat.

"You incessant pest!" Octavius gurgled. His broken face mask was brimming with water, and his eyes were bloodshot with rage. "You're pathetic! You have fooled with me long enough!" He climbed out of the water with his mechanical arms, lifting Peter higher and higher off the ground. Spider-Man clawed at the prongs clamped around his neck, gagging feebly. His powerful fingers curled around the metal teeth, and he pried them away with all his might, shivering with effort. With the slightest leverage, he drove his knee into the tentacle, breaking its hold on him, and flipped back on to the wooden boardwalk. As soon as his feet touched down, Peter sprung straight at Doctor Octopus and connected a solid roundhouse kick to his jaw, sending him reeling backwards. The armor protected his enemy from the majority of the blow, however, and he managed to sweep an arm out before falling to his ass and knocked Spider-Man back with a jarring hit to the chest. Peter slammed into the dock and rolled head over heels, finally coming to a stop on his back with a groan. He could hear Wanda yelling as she fended off the attackers that were behind him, and the sound of metal tentacles pounding into the wood just ahead. He lifted his gaze right as Doctor Octopus reached him, towering over his small frame.

"It's pitiful how transparent your feeble mind is," he growled. "One friend jumps to your rescue, and suddenly your hope of surviving our wrath is reawakened. But you are a moron to think that the addition of a single ally will help you defeat us, arachnid. Did you really believe that having _one_ other person by your side would make you capable of overpowering the most powerful beings on this earth?" A claw raised above Octavius' head and shot towards his body, gunning to skewer him like a shish kabob.

But before it could reach him, a small object suddenly flew from behind Peter and struck Doc Ock between the eyes, right where the glass had been shattered and his face was exposed. He fell back with a cry of pain, clutching his forehead, and the deadly tentacle missed Spider-Man by a mile. The thing that had hit him zipped back over Peter's shoulder, and he turned around right as a figure marched to a stop beside him.

"Don't worry, kid," the man said, reeling the other half of what looked like a weaponized baton back into his hand with a jerk of his wrist, "I've got you."

Spider-Man blinked up at the strange newcomer from where he sat on the dock, startled and astonished. He had never seen anybody like him before. "W-what the hell? Who are _you?"_

"A simple 'thank you for saving me' seems like a more mannerly response," he chuckled, offering him a hand. "But I guess this isn't the first time I've had to save your ass from dying this week, so the pleasantry isn't really necessary."

Accepting the help warily, Peter rose to his feet, looking the man up and down. He was certainly one of the weirder characters he had seen, but definitely not the weirdest. His costume was composed of mostly dark red material, but was broken up by panels of black on his shoulders, knees, and sides. Everything from the tips of his toes to the top of his head was completely covered, likely for protection, except for his nose and mouth. The lenses of his mask were molded to the shape of his eyes and colored a particularly menacing shade of red. He watched him twist his little billy club contraption back together and grip it in his fist. Overall, it wasn't an exceptionally _odd_ costume—not much more than a tricked-out ninja suit with some customized flair—until you noticed the horns. Yes, that's right: _horns._ There were two of them; a pair of tiny, pointy nubs poking out at the top of his mask. They kinda reminded him of Batman's ears, except less…batty. They were almost _hysterical,_ how purposely discreet yet glaringly obvious they were, and how they completely altered the vibe the entire outfit exuded. But Peter's mind was occupied on another matter. Nothing about the guy's _appearance_ was familiar; that he was sure of. But there was something about his quirky mannerism, his fluid movements, and that eerily gruff yet gentle voice…

When the realization finally slapped him in the face, Spider-Man grabbed the man by the shoulders. "Wait, wait, wait. Oh my freaking _gosh._ Black ninja dude? Is that—are you— _Matty—?"_

"Daredevil," he interrupted him pointedly. "Call me Daredevil."

"Daredevil?" he repeated stupidly. He was pretty sure he had heard that name before, maybe on TV or in one of the Bugle's corner news articles. He shook his head bewilderedly. "What the hell? When did this happen? We switched color schemes. You're devil-themed now? I thought you were a Catholic? I'm so confused. Are you some kind of low-profile superhero? Is Claire one too? How did you even know I needed help?"

"I got a tip from one of your friends," he said simply. "Plus, I could hear the ruckus you freaks were causing three miles out from here. But mention me or _my_ friend by name one more time, and I'll throw you back to that eight-limbed psycho and leave you for dead."

Peter hunched his shoulders shyly. "Oh. Right. Sorry." Then he narrowed his eyes and cocked his head to the side. "But—wait—a _tip?_ From which friend?"

A cry of agony suddenly sounded from behind them, and Mysterio came skidding down the boardwalk all the way to their feet. Startled, Peter's eyes lifted from the downed enemy to the end of the dock, where an instantly recognizable figure stood with one foot kicked out in front of her. She dropped from her stance, placed a hand on her hip, and tossed her curly hair over her shoulder.

"Hey boys. Sorry if I'm tardy to the party. Is this guy bothering you?"

Spider-Man was gaping under his mask. "Holy crap. _Black Cat?"_ Mysterio groaned at his feet, and he grabbed him by the arm and flung him back to shore like a rag doll. Black Cat watched him fly over her head with snort, then grinned slyly at the darkly dressed hero.

"Hiya, spider," she addressed him sweetly as he jogged towards her. "My, have you got your hands full this evening. I see as usual you've bitten off more than you can swallow."

"What are you doing here?" he asked as he approached. "You can't be here! Fisk will kill you and your dad if he finds out you're helping me!"

"Yeah," she agreed with a solemn smile. "Probably. But my friend needs my help, and I'm done turning a blind eye because I'm afraid. You're worth it to me."

Peter stared at her incredulously. "I…I don't believe this."

She dropped her gaze to her feet, and hid her bashfulness behind a casual shrug. "I know. I'm probably not your first choice for backup, and the whole 'doing-the-right-thing' conundrum is still pretty new to me. But I—I dunno; I knew you'd be there for me if I was in trouble, so I just thought I might—"

To her surprise, Spider-Man suddenly pulled her into a hug. She blinked speechlessly.

"Thank you so much, Cat."

He'd thought he was alone, abandoned, without an ally in the world. He had been wrong—three times over, in fact—and he was so thankful for that. Black Cat was so taken back by the embrace, she didn't know how to react at first. But her senses eventually came to, and she returned his hug genuinely, but quickly pulled away with a glow of sheepishness.

"No problem, spider. Really."

Peter was brimming with guilty relief. He was so glad they were all here, even though he knew how dangerous the situation was. But his happiness rapidly vanished as his spidey sense went off at the base of his skull, and he spun around.

"Imperious _fools,"_ Octavius spat, standing upright with effort. A dark mark was left on his forehead where Daredevil had hit him, dripping blood between his eyes and down his chin. "Where are all of you coming from? Why are you helping this thickheaded boy?" His malevolent arms rose up around him, winding and coiling like hungry serpents. "You are all just surrendering yourselves to the same unruly fate he has brought upon himself. Let's see how long your loyalties last when your spines are removed from your— _gaaah!"_

Swirling red energy suddenly materialized around his throat, cutting off the doctor's monologue. He gagged violently, and his body was lifted from the dock. With a sharp upwards movement, Octavius was thrown all the way across the battlefield into the rest of the Sinister Six scattered in the road, and they were knocked into the building across the street with a plethora of yelps and groans. In the place where their enemy once stood, Wanda floated down and dropped on to the boardwalk, eyes smoldering with anger and body seething with heavy breaths. The scarlet light dissipated from fingers, and her hands fell to her sides.

"I told you to stay down," she told Peter lividly, wiping the sweat from her brow. "That ugly tentacle man and his friends injured you."

"That. Was. _Badass,"_ Peter exclaimed brightly, ignoring her drilling glare. "Damn, Wanda. You're, like, a _billion_ times more awesome than you've let on. But I'm fine, honestly. I recover quick, and they didn't do anything mortally damaging, thanks to you."

"You still shouldn't be fighting," she stated bluntly, then turned to the other figures flanking Peter on either side. "And who are you two?"

"Daredevil," Matty answered with a nod and a smirk, "and I was about to ask the same thing. That's a seriously weird skill set you've got there."

"Wait. I thought you all knew each other," Peter said confusedly, glancing between them. "How'd you all know to come here at the same time?"

"I came by myself because I saw you were in trouble," Wanda replied. "I don't know either of these people. Are you sure they are your friends?"

"We're all friends here, sweetheart," Cat retorted cooly, leaning off Peter's shoulder. "Don't you remember little Spidey and I working together to rescue you from your maniac boss?"

Her brow raised in surprise. "You are the one who helped us?"

"Yep. The name's Black Cat. And quit worrying over our mutual pal so much. This itsy-bitsy spider is one tough cookie." She wrapped her arm around Peter's elbow and pecked him on the cheek, making him wince and blush a little. A conservative scowl formed on Wanda's face as she watched the charming girl coddle over Spider-Man, but she quickly shrugged it off.

"If you say so. Now then, shall we get back to the fight?"

"Hold up. I'm still confused," Peter interjected, scratching the back of his head and pointing to each of them. "Did you all just _happen_ to show up here at the same time to help me? Is this just a very weird and convenient coinky-dink or something?" He turned to Cat. "I thought Daredevil said _you_ told him I was getting my ass beat."

"Me? Afraid not, darling. I wasn't made aware of your little predicament until about thirty minutes ago. And even then, I had _no_ idea you would be fighting this army of crazies; I was simply told you had dug yourself into one hell of a pickle and might be in very serious trouble soon. I guess he was right."

"What? Who told you that?" He glanced over at Matthew, but he shook his head.

"Wasn't me. I got the same speech. After I witnessed what happened to you the last time you messed with Fisk's men up close and personal, it didn't seem farfetched that, after messing with them again, more hell would be coming your way. And when you've got _that_ guy giving you an actually serious warning about something, it's best you take it to heart and stay on alert for crap like this to pop up. Which it did, about an hour later."

 _"Who_ warned you? What guy? You were both told by the same person that I was in trouble, and neither of you even know he is? How does this dude know so much about me?"

"Oh, we know who he is," Cat giggled, "but who doesn't, honestly?"

"Well clearly I 'doesn't'! This is so annoying! Just tell me who the hell sent you two to help me!"

Matty snorted, and motioned with his head towards the land behind them. Puzzled, Peter turned around.

 _"Eat_ lead _you fugly, nasty, fetch-less, skank &!* #$!"_

A red and black figure was bounding and skipping around the Sinister Six, and began unloading two assault rifles on to them with maniacal laughter. The bullets rained over the armored men in a spray of sparks and pops, making them cower in surprise. Peter's jaw dropped.

"No. No way. You're kidding me," he stammered in disbelief. _"Deadpool?"_

At the sound of his name, Deadpool spun around flagrantly. "Huh? Oh hi, Spidey! Fancy seeing you here, heheh!"

Roaring frustratedly, another missile launcher rose up from the Rhino's armor, this one from his forearm, and fired. Wade screamed shrilly and turned tail, but the projectile struck the asphalt right behind his feet and flung him forwards in a devastating explosion. He sailed high then crashed to the concrete in front of Peter, smoke trailing off his charred back, and his two guns clattered around him in pieces. Spider-Man ran off the dock on to solid ground and grabbed him by the arm.

"Holy crap, Wade. Are you _insane?"_

"Totally! But clearly not as much as _you_ are." He clambered to his feet with Peter's help, then licked his finger and pressed it on to his still-burning butt, which made a _hiss_ sound. "Haha. Ow. But anyhoo—look what you've done! I warned you this would happen! You just _had_ to keep being a little pain in the big bad's ass, and now you've mucked up the craziest batch of dildos from hell to come kill you!" He pulled a unicorn sticker out of his utility belt and slapped it right on Peter's forehead. "So there! I told you so!"

Spider-Man stood dumbstruck. "I—I don't get it," he stuttered, peeling it off perplexedly.

"Ha! I _know_ right? Since when do I get to be an integral part to the plot _two_ chapters in a row? Silly writer chick must've lost a bet or something."

"Not that— _y_ _ou._ You told them? You're the one who told Cat and Daredevil I was in trouble?"

"Yep!" he cheered. "I mean, what did yah expect, arachna-boy? I knew I'd need all the help I could get to keep your sorry tuckus from being flattened by Hydra's goonies. I just didn't know the help would be needed _this_ damn badly, and this damn soon!"

Spider-Man studied him with poignant skepticism. "I…uh…wow. I never imagined _you_ …I mean, I thought you, like…hated me, or something."

"What!? _Why?"_

"Maybe because you've tried to kill me or hand me over to bad guys, like, three times or something."

"Oh please! That was _before,_ cabbage patch _;_ I was just trying to turn a quick buck when every toilet plunger and their mother was paying top dollar to have a piece of you. But I've never _hated_ you! Just been willing to _sell_ you to make some sweet moolah with Uncle Rico."

Peter wasn't entirely sure what Deadpool was trying to get across to him, but decided it wasn't really important. He glanced over his shoulder at Daredevil and Black Cat, who were watching the two of them amusedly, then turned back to Deadpool. He had brought him help when he needed it most, and that was what mattered now.

"I—I don't know what to say. Other than...oh geez, do I even dare?" He sighed begrudgingly, gave a small chuckle, then held out his hand. "Thanks, Wade. I really...I owe you one."

Deadpool blinked down at his outstretched palm surprisedly. "Oh. Alrighty," he murmured, taking it and giving it a flimsy shake. Satisfied, Peter went to drop the awkward exchange and be done with it, when all of a sudden Wade yanked Spider-Man towards him, spun him around with a twist of his arm, and wrapped him into a hug tighter than he thought possible. Peter yelped in alarm at the random display affection, though he wasn't sure why he hadn't seen it coming.

"Awww! Spidey! You're such a precious little cinnamon roll! Too good for this world, too pure!" He squeezed him around the middle like he was stuffed animal, digging his arms into Peter's many bruises and making him grimace feebly. "You owe me one? One _what?_ A coffee, an autograph, a date with your girlfriend? Oooh, do I get decide? How 'bout one spider smooch? Just a little on, on the cheek? C'mon! I'll even let you choose which cheek out of my available four!"

"More like one enormous _hospital bill_ for all the damage you're doing to my internal organs!" he retorted, squirming unfruitfully beneath his hold. "You're— _ow!_ My ribs! Cut it out! You're crushing me!"

"Aw, _fine._ But you owe me one _something,_ bug boy. And I expect your debt to be paid in full, ASAP."

"Who the hell is this?" Wanda inquired as Wade released a very discomposed Peter Parker. "He seems weird."

"Always, miss twitchy," Deadpool cooed, throwing her a kiss and a wink, and Spider-Man rubbed at his aching belly bitterly.

"Please don't ask."

 _"Ehem,"_ Matty coughed loudly into his hand. All attention was redirected to him. "I hate to break up the bromance thing or whatever, but there is the issue of the gigantic brute squad we've all just pissed off regrouping over there."

The Sinister Six were untangling themselves from their shock and wreckage, and were gathering together on the other side of the street. Though significantly dented and bruised, their armor still retained its integrity, and none of them were out for the count yet. This battle was far from over.

Peter swallowed nervously, then motioned his friends forward. "Come on."

All five of them—Wanda, Daredevil, Black Cat, Deadpool, and Spider-Man—stepped off the wooden dock and on to solid ground. Peter stood in the middle with the others fanned out at his sides. The Sinister Six were on their feet now, and stood as a massive wall with Doctor Octopus out in front, the clear leader, seething. The only thing separating the two sides was the grimy road carved between them.

"You imbeciles!" Octavius screeched, his voice almost psychotic. "You all invite your doom! Why do you fight for this insolent child? Why do you choose to throw away your lives for his sake?"

 _Kinda wondering the same thing, Ock_ , Peter immediately thought despondently, glancing at the people standing levelly with him. They _had_ to know: with the threat they were going up against, it was clear they were endangering their lives by standing with Spider-Man in this battle. Even he couldn't understand why they were so willing to do it. He was a mess of a person: confused, clumsy, delusional, annoying, and sometimes a downright jerk. He didn't believe he was worth all this. And yet, none of them were discouraged, none of them were fazed.

"Eh, he's not so bad, once you get to know him," Matty replied with a shrug. His billy club was held at the ready in his fist.

"He's got a way of making you smile when you really need it," Cat said, casting a smirk his way and unsheathing her claws.

"He's my _ultimate_ onesie-wearing man crush!" Deadpool squealed. He drew his katanas from his back and sliced them through the air. "Plus, I can't die. So that's not an issue."

 _And my only real friend,_ he heard in his head. Peter turned to Wanda on his left, who was gathering red energy in her palms and smiling at him softly. Under his mask, Spider-Man felt himself redden a little.

"Come on guys, _quit it,"_ he whined melodramatically, stifling a sheepish laugh. "You're making your favorite spider-themed superhero get all choked up."

"Enough!" Octavius hissed. "I'm done entertaining you unbearable low-lifes!" He turned to the army gathered behind him with his hands balled into fists. "Kill them! Every last one of them!"

They rushed forward. Spider-Man's temporary happiness suddenly vanished, and he felt himself go stiff with fear. Oh gosh, this was really happening. What if they still weren't strong enough? What if the Sinister Six took away these friends, too—and he was _really_ alone? But the people flanking him on both sides raced towards the fight without hesitance, and Peter quickly joined the charge. "Find their weak points! Break through their armor!" he cried. He decided he would just have to trust in them, as they trusted in him.

They met in the center of the street, and all hell broke loose. Daredevil locked into a fist fight with Shocker, and the sound of him smacking him silly with his baton rang out repeatedly. Deadpool singled out Mysterio and was laughing insanely while striking him with a mixture of punches, kicks, and jabs from his twin swords. Wanda wrenched the Vulture into the ground, threw the police car into Octavius' gut, and blasted Electro into a streetlight with energy from her hands. As the Vulture struggled to his feet, Black Cat slashed through his eye lenses and snagged a grappling hook to his wing.

"Get away from me!" Toomes screeched, kicking her to the ground. "You're not worth my time!"

"You forget, tweety bird," Cat retorted smoothly, yanking him down and ramming her foot into his face, "us pussy cats eat budgies like you for _breakfast."_

To get a boost, Spider-Man pushed off the Vulture's head and dropped on to the Rhino's thick shoulders. He grabbed at his tiny form like a gorilla trying to catch a flea, but Peter ducked and dodged with ease.

"You little creep! Get off!" He groped at the air in attempt to snatch him, but his arms were far too bulky from all their metal reinforcements to twist and bend normally, leaving the small of his back safe for Spidey.

"Good grief, rawhide. It's bad enough you've got the sex appeal of a beached walrus, but now you've gone and slapped a bunch of _extra_ mass on top of your already blubbery thighs and love handles? Learn _geometry,_ man."

"Insult me all you want! I'll still tear you apart!" He shook his thick form about, but Peter's sticky fingers were adhered to his exterior like glue.

"Fair point," he mused, evading his oversized fingers with a jerk. Then he flipped on to his arm and reared back his fist, "but that'll be a lot harder to do without _these."_

He swung a powerful punch into the rocket launcher on his shoulder, sending shards of metal pinging to the ground. When that wasn't strong enough, he curled his fingers around the nozzle and squeezed with his might. With a pop and a hiss, the hollow cylinder collapsed into itself, destroying the deadly weapon. A meaty hand came flying at him, and he leapt on to his other shoulder and did the same thing.

"Agh! Stop! My stuff!"

"Here's a tip: after firing your deadly little missiles, it's probably in your best interest to retract the canons back inside the armor. You know, so they can't be _damaged?"_ He hopped on to his monstrous forearm and tore out the launching canister there. "Boy, if Stark could see how _pitifully_ improper your use of his tech is, he'd probably throw up in his mouth."

"Well the joke's on you, bug brat! I've still got one rocket launcher left!" He lifted his right fist to point at Spider-Man, and a fourth and final mechanism rose from the exoskeleton. The missile shifted into position, and Peter sprung off his wrist and stuck to his chest.

"You'll have to shoot yourself to shoot—" he began, when a hand grabbed on to his ankle and flung him to the ground. He landed harshly, right between the Rhino's legs, and gasped as the monstrous man raised his foot over his head.

 _Yikes!_ he thought, rolling out of the way just before it could flatten his brain like a pancake. The instant he was on his back, he squirted a glob of webbing from his wrist, which splattered over the Rhino's eye lenses. He roared in blind frustration.

"Don't have to shoot you anyhow!" he bellowed, and aimed his last canon down at the ground. "Just gotta shoot _near_ you!" The rocket launched without direction, and Peter yelped in alarm. He sprung from the concrete just as it exploded beneath him, and pain flared across his skin. He fired a web-line on instinct, and it latched on to the overpass just to their right. The silk grew taut as he dangled limply—panting, sweating, and partially barbecued for the second time that day—when he heard O'Hirn cry in surprise. He glanced back just in time to see his clunky body fall through the street into the hole his attack had created, and he tumbled into the sewers below with a quaking crash. Despite the pain he was in, Peter chuckled lightly to himself. _Ha. Stupid head. Not really one to talk, but still._

Spider-Man dropped himself back on to the road, rubbing at the back of his leg as he walked past the crater. O'Hirn laid far below in the sludgy stream, steam rising off his body, out cold. The symbiote spread back over his burned skin, and Peter sighed slowly. _Okay. Yay. One down. Wish I had time to celebrate, but I've got four friends who—_

"Could use a little help over here!" Matty called out, his voice strained. He swung his billy club hard against Shocker's head, but it bounced off uselessly, granting Montana a second of leverage. Shocker struck his gauntlet into Daredevil's stomach and fired an energy pulse straight into his gut. Peter internally winced as Matthew was blasted away, and he slammed into the ground with an agonized moan. That _had_ to freaking hurt. Ignoring the protests of his own injuries, Peter bolted towards Shocker, hooking a web-cable into a sign overhead.

"Gangway, banana face!" he shouted, buoying on the silk strand and sticking his feet out in front of himself. But Montana aimed his fist at Peter as he swung towards him and shot an air blast into his chest, knocking the breath from his lungs. He was flung backwards, and he collided into Daredevil quite ungracefully. The two spilled down the curved landscape, stopping just before pavement became concrete. Matthew crawled to his knees with a groan, and Peter kicked his jumbled limbs confusedly before rolling off his back.

"Gee, thanks," Daredevil groused, clutching his stomach in pain. "You know what's kind of essential to a surprise attack? The whole element of _surprise._ Ugh."

"Who said it was— _ow_ —a surprise attack?" Peter joked, panting harshly. "And anyways, I've got a— _look out!"_

Spider-Man kicked Daredevil out of the way just as a bolt of blue lightning struck the ground between them. The jagged beam redirected into Peter's body, making him cry sharply and his suit twitch with discomfort.

"Gotcha now, web-slinger!" Electro laughed, walking up to stand at Shocker's side. "Together, we'll fry you into oblivion!"

"Oh y-yeah?" Spider-Man tried to retort. "Well, we'll do something… _cooler_ than that…together," he stumbled dazedly to his feet and glanced over at Matthew. "R-right, D?"

"I think Frank knows how to be a team player better than you do," Matty groaned while standing upright. "But sure. Something like that."

Shocker blasted a beam of energy at Matthew, and he sprung to avoid it, landing back-to-back with Peter. "Alright, kid. What is it that you've got?"

"A plan," he replied, "involving that weird little stick of yours. Is the cord inside of it made of metal?"

"Yeah. Twenty feet of steel cable."

"Good. I'll keep them busy. While they're distracted, throw one end at Electro. I'll take it from there." With that, Spider-Man jumped on to the curvy lamppost parked beside them and crawled to the top, leaving Daredevil down below.

"So really, you have, like, a quarter of a plan," he grumbled, flipping away from another deadly energy blast. "Got it."

While Matthew ran around to the other side of the evil duo, Peter perched on top of the skinny pole and cupped his hands around his mouth. "Hey! Blue raspberry and sour lemon! I'm pretty sure Pop Rocks pack a bigger punch than the both of you combined!"

"Wanna bet, pipsqueak?" Electro hissed, spouting more and more lightning bolts his way. Spider-Man twirled and spun a million different directions to keep from being zapped, even more so when Shocker joined the fun with his weaponized gauntlets.

"Good gravy, you guys are worse than Storm Troopers. Why not just quit the whole villain life and start your own candy business? You could even star as the company's mascots!" _Hurry up, Matty,_ was what he was really thinking, however, feeling himself grow more and more fatigued.

An air blast suddenly collided with the pole beneath him, severing it entirely, and Peter jumped on to what remained of the bottom. But at the same time, Electro fired a beam of electricity into the lamppost, and Spider-Man was jarred with agony. His hold faltered, and he dropped to the concrete, the broken pole landing on his back.

"Ha! We got him!" Electro exclaimed. The two of them stepped towards the downed hero, who was moaning feebly.

"Now let's squash us this pest once and for all," Shocker growled. He and Electro aimed their hands at Peter together, and his spidey sense rang like an air horn.

"Gangway!" Matthew's voice called from behind them. Both enemies looked over their shoulders in surprise. Peter recognized it as his signal, and forced himself to his feet. With all his strength, he flung himself over the evil duo, right as Daredevil separated the dual billy clubs and threw one at Electro. Just as it hit his armor, Spider-Man fired a glob of webbing from his wrist, which sprawled over the tip of the baton and the metal, leaving it stuck to his back. With a flip, Peter landed beside Matthew, breathing heavily.

"What the—?" Electro stammered.

"M'kay, that was productive," Matty noted. "So now what do we—?"

Before he could finish, Spider-Man snagged the other half of the club from his hands, cocked it back like a baseball, then threw it to the right of the baddies at a very wide angle. The device swung around Electro and Shocker, then around again, and again, and again. With the weight of the baton at the end, the steel cord began wrapping the two together like a tether ball, growing thicker and tighter by the second. When the cable neared its end, Peter grabbed it out of the air and webbed it the back of Electro's leg. The pair were left squished together like pigs in a blanket, squirming and cursing in disbelief.

Matty tilted his head to the side. "Huh. That's more like it."

"What in _blazes?"_ Shocker cried, wrenching his body about helplessly. "What did yah do, Max?"

"G-get us out! Get me out of here!" Electro begged.

"Don't get yer britches in a twist, boy. I'll break us free." Shocker clenched his fists at his sides, and green energy buzzed from his hands. The cord didn't break, however—Electro did. The pulses radiating from Shocker's gauntlets went straight into him, breaking his unstable form apart from the inside. In panicked response, Electro exploded with electricity, and both of them screamed.

"Stop it, Shocker! Stop it! You're hurting me!"

"Gaaah! S-stop! El-l-lectro!"

More energy erupted from his gauntlets, which resulted in more electricity shooting out from Electro's body. His cries quickly tapered off, and Shocker dropped to his knees, unconscious. Unlucky for the both of them, one of his gloves was malfunctioning from the rush of electric power and continued to radiate with wild energy. With his shapeless structure crumbling, Electro's armor fell away from him, and his blue light scattered about frantically. Daredevil and Peter realized what was happening and what needed to be done at the same time, and both rushed towards the scene. Yelling with a mixture of pain and effort, Matthew punched at while Peter pulled on Shocker's busted gauntlet. The metal connecting the weapon to the armor began to crack beneath Daredevil's fists, and despite the terrible agony it caused him to hold on to the buzzing device, he didn't let go and continued to tug at it relentlessly. With their combined strength, they managed to finally rip the gauntlet free, right as Electro escaped his metal prison. Shocker collapsed into a heap of cable and damaged armor, limp as a noodle.

"Free!" Electro cried, pooling his neon form back together. "Stupid redneck! Who needed him or that bulky armor anyway!" He turned on Daredevil and Spider-Man menacingly, rising from the pavement, glowing with rage. "All I've ever needed to kill you is me, myself, and I!"

"Well, that hasn't worked out v-very well for you in the past, sparky," Peter pointed out, "and this time around isn't looking so hot either."

Coming in from behind, Daredevil threw the pulsing gauntlet into Electro's body, and the reaction was instant. His brilliant figure sunk and disbanded, unable to keep its form. Maxwell screeched and roared, scrambling to galvanize himself back together, but he was unsuccessful, and trapped. Like the Wicked Witch in The Wizard of Oz when doused in water, Electro slowly melted to the pavement, whimpering piteously. As long as the gauntlet continued its turbulent surging, Max Dillon was not going anywhere, or hurting anyone else.

"That's three of them," Matthew stated relievedly, walking around the seething mass of Maxwell to Peter's side. "We outnumber the freaks now. Nice work."

"Y-yeah," Spider-Man huffed, watching the symbiote cover over his hands again. "You too. Spidey and DD. We're pretty…c-cool together, right?"

"Hey, kid. You okay?" He was slouched over with a hand gripping his chest, gulping breaths down raggedly. He could hear the young hero's heart pounding into his ribcage, and he was fairly certain his stomach was growling. He must be exhausted.

"Uh-huh," he sputtered out, gingerly erecting his spine. "Just a little…winded is all."

"I see now how you manage to end up the way you did," Daredevil snorted, scooping his billy club off the ground and zipping it back together. "You can take a breather if you need it. I think we can handle the rest of these clowns."

"No," he insisted quickly. He forced the life back into his stiff muscles. "I'm good. This is my mess. And…we've still got fliers." He glanced around the torn up battlefield. "Where's Bird Brain and Cat?"

At that moment, his spidey sense throbbed inside his head, and he ducked as the Vulture came streaking just above them. Toomes was twisting and bobbing like a crippled seagull, with Cat clinging to his back for dear life. The whir of the engine whistled as they past.

Peter sighed exasperatedly. "Right. I've got her. You go help Deadpool." With a painful running start, he stuck a silk thread from his wrist to the bottom of the underpass and whipped around the corner, hot in pursuit.

The Vulture zipped between buildings wildly, face diced with scratches, doing everything he could do get the accursed girl off his back. He spun and turned, dropped and flipped, but she wouldn't budge. Her claws were hooked deep into his armor, and her hold would not break. She was determined to bring him down—and she could, if she could only reach his shoulders. But she was also not in the mood to fall to her death.

"You're asking for it, princess!" Toomes spat, banking around a skyscraper as fast as he could go. The shimmery glass whisked just inches from her head, and she flattened her body as low as possible, when her hand suddenly slipped. She managed to stay on with a wild grab at his metal skin, but her legs were hanging in empty space, and her arms were aching. Seizing the opportunity, the Vulture swerved away from the building and spun completely upside-down. Cat dropped from his back with a yelp, holding on by one claw while the rest of her body dangled beneath him vulnerably.

"The thrill ride's over with, and so is your interference with our plans!" He kicked her in the arm, slicing a talon through her flesh, and she let go of with a cry of pain. Frantically she snagged her grappling hook from her belt and fired it up at the Vulture, but he smacked it away with a whisk of his wing, and the cord trailed uselessly through the sky. Black Cat free fell towards the dark earth in silent panic.

Before she could strike the pavement, however, a figure zipped by and caught her around the waist, making her gasp in surprise. They swung back into the air on lines of black webbing.

"Gotcha!" Spider-Man exclaimed, wincing a little. "Heh, never thought I'd be saving the little kitty from the big mean bird."

Exhaling with quivery relief, she wrapped an arm around his back. "Whew boy. Thanks, spider. I thought I was roadkill for sure." She kicked her leg in the air and planted a kiss on his cheek. "My little hero."

The Vulture was circling overhead, seething with frustration. Peter whipped back around on a thread of webbing and pulled them towards a tall, flat building.

"It's me he wants. Why don't I put you down where falling to your doom isn't a possibility?"

"No," she replied firmly. "I can help you. I know how to beat him."

"Your arm looks pretty bad," he pointed out. The dark fabric around the gash was wet with blood.

"I doubt you're looking any better under that weird costume of yours, swinger," she retorted, throwing her hair over her shoulder. "And anyway, I want to get him back."

The two dropped on top of the tower, and Toomes came speeding towards them. He flung a bunch of feather-knives as he swooped from above, and Cat and Spidey jumped out of the way as they rained across the roof.

"What's the play?" Peter asked her. The Vulture curved back around, preparing for another attack.

"We've got to kill his power source. A suit like that has got to have a relatively big one, right?"

"Oh. Right." Tony Stark had created his fancy arc reactors to power his Iron Man suits. Even if these bozos weren't using them for much more than extra protection, and not nearly to the degree that Stark did, there had to be _something_ cycling power through them to keep them running. Especially for the case of keeping crotchety grandpa airborne. He felt a bit stupid for not thinking of that first.

"No power, no flight. Turn the Vulture into the Penguin."

"Exactly."

"So what do you think it is?"

She retrieved a trio of metal disks from her belt and gripped them between her fingers. "Water."

As the Vulture streaked by, she threw the tiny weapons at the back of his head. They bounced off of him rather ineffectively, but not without making him flinch harshly and twist to guard his neck.

"Water? You mean it's hydraulic?"

"I think so. At least partially. There's a small tank on his shoulders with tubes snaking out into every area of his suit. It looked pretty well protected during my little joy ride, but I'm sure a young, robust superhero such as yourself could crack it."

Peter glanced at her, then back at the Vulture, still panting lightly. He could see the tank from here as Toomes twisted through the sky, and it did look suspiciously like the most fortified part of the armor. "Huh. Maybe." He could probably break it, with a solid minute of squeezing and yanking and struggling at full strength.

Or...he could try a different approach.

Smiling skittishly, he tapped Cat on the shoulder. "Hey. Could I borrow your gloves for a sec?"

The Vulture looped around and dove towards the dark hero standing in the middle of the rooftop. He grinned sinisterly, curling the talons at the end of his feet. "Stand still, my prey!"

 _No thanks._ Just before he could snatch him like a mouse, Peter jerked out of the way, and the Vulture whooshed past him. Planting his sticky feet firmly to the roof, Spider-Man fired a web-line on to the tank, waited for it to stretch taut, then let himself fly. He soared through the air and grabbed on to Toomes' ankle, causing him to curse irritably.

"You just don't get it! You foolish children will never bring me down!" He kicked his leg about violently, then latched his other foot's talons into Peter's shoulder. The shock that followed shook him to the bone, but he refused let go. Spider-Man tore the talon from his skin and flung it away, then dragged himself on to the Vulture's back. The wind roared in his ears.

"You may be the oldest geezer here, bud," he hissed between his teeth, clawing his way up to the thick tank, "but out of all of us, you have the absolute _worst_ manners." When he was relatively steady, Peter pulled the rest of his body underneath him, then stared down at his hands. With a word to the symbiote, the black slime retreated down to his wrists, revealing the dark gloves he had on underneath. Balancing solely on his sticky feet, Spider-Man flexed all his fingers at once, and razor-sharp claws unsheathed at the tip of every digit. He grinned, then curled them around the silver cylinder.

"No! Wait! What are you doing?"

"So on behalf of all of us _foolish children—"_ Spider-Man chuckled, and grasped the tank with all his might. His super strength helped buckle the metal, while the steel claws punctured the thick tube within seconds. Liquid began to spirt from the holes, and Toomes quickly began to slow. The engine sputtered to death, and the two of them started to drop.

"—Toomes, you're grounded."

"No! How could you? _No!"_ They fell freely, and Peter let him spiral towards the unforgiving earth a few more seconds just for giggles. But eventually, he snagged a web-line to the bottom of Toomes' foot, hooked one on to the neighboring building, then swung back to the roof.

"Come now, Adrian. Don't throw a tantrum. It's for your own good."

Peter threw the Vulture on top of the flat skyscraper, then dropped beside his crumpled form. From both of his wrists, Spider-Man coated his body in black webbing, transforming him into a beautiful, wriggly cocoon of evil.

"Well, well, ugly," Cat purred, stooping over him triumphantly. "Not so flippy and fluttery now, are yah?"

"I will kill you for this! Both of you! When I get of this, I'll come for you, and tear the life right out of your—!"

Cat punched him through his broken eye mask, right in the forehead, and he was out. She reeled back with an angry huff, and Peter blinked in amazement.

"Sorry. I needed that."

"No, heh, it's all good. I'd say he earned it."

She drew her hand to her chest and rubbed at it bitterly, flicking bloody glass from her knuckles. "Hurt me like hell, though. Should've put my gloves back on before swinging."

Peter grinned. "Yeah. These are awesome." The symbiote peeled away to reveal the deadly claws once again, and he slashed at the air ferociously. "I feel so wild and untamable. And I have a terrible urge to sing through the entire Meow Mix theme song. Or that Nyan Cat one." He pawed at her playfully. "Nyah. Meow. Do you ever get that urge?"

"No," she snorted, rolling her eyes. "Alright, you've had your fun. Hand 'em over."

Regretfully, Peter gave Black Cat her gloves back, then scooped up his bird cocoon under one arm. "Let's head back to the others now." He turned his back towards her. "Hop on."

"Ooh, don't mind if I do," she giggled, and wrapped her arms around his shoulders. Grimacing from the added stress on his already over-strained body, Spider-Man leapt off the rooftop and swung gingerly towards the Hudson.

* * *

"What do we do?"

"Where'd all these freaks come from? _Again?"_

"Where're the Avengers?"

"We can't shoot at them. It wouldn't do any good. And we might hit a civilian, or Spider-Man."

"So? Spidey's a menace. I'd snipe the bastard right now if I had a clear shot."

"Wait, where? I don't see any Spider-Man."

"He's right there, fighting that dude with the snow globe head."

"What? You're clowning. Since when has Spider-Man used _swords?"_

A tentacle suddenly slammed into the red hero's gut, and he skidded right to the officers' feet. They flinched with alarm, fingering their guns.

"Oh sweet _Canada._ I think my stomach just fell out of my butt."

"Uh…Spider-Man?" the policeman behind him stammered dimly. "Are—are you alright?"

The red man stood with a groan, picking up his katanas, then stared at the officer with his head to the side. "Huh? Oh! You think I'm—ahaha. _Right._ Yep, that's a-me. Thwip thwip and all that sh*t." A chunk of rubble was sticking out of his chest, and he ripped it free without hesitating, spewing blood all over the ground. They stared at him with a mixture of horror and confusion.

"Did you…just…?"

"Anyhow, back into the fray." He noticed a few young children gathered beside the policemen along the barricade, and he jabbed a finger at them sharply. "Drink your school and stay in milk, kiddos! Now watch your favorite neighborhood _web-squirter_ kick some major ass. Maximum effort!"

They snickered into their hands, and Deadpool sprinted back towards Mysterio and Doctor Octopus, who were teamed against Daredevil and Wanda Maximoff. At that same moment, the real Spider-Man came swinging back to the scene, and dropped a mummified Vulture and a windswept Black Cat to the ground.

"Oh _now_ you show up," Wade muttered, slashing at a swarm of poison darts that came zipping his way. "You two better not have been off making spider-kitties somewhere."

Peter could see that Wanda Maximoff was lacerated with her fair share of cuts and bruises, but she wasn't giving in. She bashed Doc Ock over the head with a trash can, spilling garbage all over his body and making him shriek with rage, but he doubled back with a sweep of his tentacles, raking her side with the jagged claws.

"Banter later! Help Wanda!"

 _"Cadent in vestri genua!"_

Thick, green gas began to pour from Mysterio's wrists, bathing the battlefield in smog. The cloud swallowed Deadpool, Matty, Octavius, and Wanda.

"You idiot!" Doctor Octopus screamed as it flooded over him. "My face mask is broken! Ack!"

Bouts of coughing began to burst from inside the smoke. Peter didn't know what was in the fumes, but he knew he had to get his friends out of it. He listened intently, distinguishing the voices from one another and pinpointing their locations, then shot two web-lines into the cloud. When he felt the threads meet their marks, he whipped his arms back. A pair of figures were ripped from the smog and came tumbling down the street, hacking into their hands. Black Cat ran to their aid as Spider-Man retrieved the last victim, then joined them at her side.

"Wanda? You okay?"

She wheezed harshly, squeezing her eyes shut, then swallowed. "Y-yeah. I protected myself for the most part. Just a little…woozy. I'll be fine."

"Ugh. My head's spinning," Matthew moaned between coughs. "My senses…can't focus 'em. Dammit. Must be some kind of sedative. Or hallucinogen."

"Hallucinogen? Oh no!" Deadpool cried from Black Cat's lap, grappling at the empty air. "I'm—I'm seeing things! Big, round things! Balloons, beach balls, bouncing everywhere, all over my face!" Then he grabbed her chest. "Oh. Never mind. Those are just boobies."

He was dumped in the dirt with a stripe of claw marks across his face in about two seconds. Peter helped Daredevil and Wanda to their feet, right as Doctor Octopus burst from the smoke cloud in front of them, hacking bitterly. Mysterio followed behind him, laughing like a maniac.

"Bow to the power of the arcane arts, heathens!"

"Arcane arts my ass," Matthew growled. "All that smoke is coming from canisters built inside the armor under his forearms. Only magical this about him is his unbelievable ability to piss me off."

"How do you know that?" Peter asked, helping support him with an arm around his back.

"The sound. Just before he releases anything, I can hear panels under his arms shift to open the pressurized compartments. And all the gas tastes slightly metallic, meaning it must be held in metal canisters."

Spider-Man blinked. "Uh…alrighty then, Sherlock. I'll take your word for it." Then he narrowed his eyes. "Huh. Pressurized canisters…"

A slew of darts came flying their way, but Wanda protected them behind a wall of flickering energy. At that instant, Peter felt a lightbulb go off in his head.

"Wanda, how well can you aim your powers?"

She dropped the shield with a swipe of her hands. "Fairly well, if I have focus."

"Can you manipulate something even if you can't see it?"

"Um. Maybe." She glanced at him curiously. "Why do you ask?"

Peter nodded towards Mysterio, who was marching their way. "Fishbowl-Face's evil gases are stored inside cans in his armored sleeves. If you could somehow worm your powers in there and break those cans from the inside…"

A small smirk pulled at the side of her mouth. "Ah, I see. I am on it."

"You petty mortals shall rue the day you picked a fight with the great and powerful Mysterio! _Manducare stercore!"_

Clouds of black gas began to spew from both of his wrists. But before they could reach them, Wanda stretched her powers down the road and locked in on the source of the smoke. In her mind, she pictured the canisters caving in on themselves, lysing. The flow of thick smog was suddenly cut short, and Mysterio's arms went rigid.

"W-what's this?" he gawked, his hands quaking. "What do you think you are—?"

She twisted the seething energy in her hands, then ripped it apart. At the same moment, a loud _pop_ could be heard, and thin streams of gas began to burst through his armor, hissing shrilly.

"W-what have you done? Aagh!" More pockets were forming in the metal as the seconds passed, cascading down his body and releasing more and more colorful fumes. A rainbow fog was growing around him, when Peter noticed his white snow globe head was starting to darken, and the man inside began to cough and claw at it frantically. "Gah! My helmet! It's f-flooding with gas! Can't—c-can't— _gaaah!"_

He scrambled about like a chicken with its head cut off, trying to rip the bowl from his head, and Peter walked up to him amusedly. He tripped him with his foot, took hold of his helmet, and tore it clean off with one sharp yank. Smoke swirled from his suit, and he wheezed weakly, eyes rolling back into his head.

"Is this the part where I say something about you getting a taste of your own medicine or whatever?" he chuckled, punting the helmet away. The great _Mysterio,_ who was nothing more than your regular Joe-shmo in a stupid costume, was too fainted to respond.

"I can't…believe this…"

Spider-Man lifted his gaze to their sixth and final enemy, the last one standing. He was leaned against a building, breathing raggedly, hollow eyes staring across the barren road. His mechanical arms appeared droopy and defeated.

"My plan: it was perfect. The world was within my grasp. And you…you took it. You took it all away from me." His gaze fell upon Spider-Man, who stood among the rubble and the smoke like a dark ghost. "How…?"

"What can I say, Doc?" Peter replied with a shrug, eyeing his friends over his shoulder. "Never underestimate the power of a team who all showed up rocking the same sick red-and-black color scheme with no pre-coordination whatsoever."

The wistful sadness in his eyes vanished steadily, like a cloud blocking out the sun, and his face skewed into a scowl of pure rage. "You're…a joke. You always have been. Nothing more than wise-cracking imbecile who somehow obtained powers staggeringly unworthy of your feeble merit." Gritting his teeth, he pushed off the wall with his fists clenched at his sides. "I can't…no, I _won't._ Otto Octavius will not be defeated by you, or your witless followers! Not now or ever!"

The limp metal arms suddenly sprung to life from his back, plunging into the pavement and lifting him from the ground. "Who needed those dispensable pawns anyway? They only got in the way of my plans. And I have my own invariable army at my will to command!" He cast his gaze across the heroes standing before him, furious sweat pouring down his face. "I applaud all of you on your success at forcing me to revert to these measures. Now my creations will remove you from the equation, leaving nobody but Doctor Octopus left to devour this city whole."

Before Peter could consider what the mad scientist was alluding to, he felt his spidey sense begin ringing inside his head. He spun back towards the river just as a bunch of robotic octopus-looking things came bursting from the water and skittering towards them like an infantry of daddy longlegs. Their tentacles were armed with jagged prongs, which scraped across the concrete as they sped along the earth.

 _Oh look. He_ did _build a robot army. Screw me and my jinxed foresight._

The octo-bots swarmed into the road, and his team sprung into action. Fists swung, feet kicked, and metal flew. Daredevil, still a bit crippled from the gas, was being bullied by three robots lashing at him from all sides, and Black Cat leapt to his aid with a whirlwind of deadly punches. Deadpool pulled a handgun from his hip and was blasting the drones to bits, while Wanda was tearing them apart with her telekinesis. Hoping they could cope with that issue themselves, Peter gunned straight for Octavius and gabbed on to one of his tentacles. He ripped it out from underneath him and whipped the appendage over his head, then swung it down hard against the ground, bringing the rest of the doctor with it. Ock crashed into the pavement with a grunt, but was up in an instant, and slashed a claw across his back as Spider-Man tried to jump out of the way. His skin burned where the deep gashes were striped across his flesh, and Peter grimaced painfully as he landed in a crouch.

"It seems I'm not the only one who's upgraded their tech," Ock noted slyly, watching Spider-Man's black costume move to conceal the bloody cuts on his back. "Your new suit interests me, arachnid. It seems to assist you in battle, and have a conscience of its own. I shall enjoy peeling it away from your lifeless body for further study."

Spider-Man latched a silk-line to Doctor Octopus' face and yanked him to the earth like a dog with a leash. While sprawled flat for an instant, he leapt over his fallen form and pinned the metal arms down with webbing from his wrists. Just as he dropped on top of his back, planning to pummel him out of his wits, he felt something grab on to his leg from behind.

"W-what the—?"

"Spider-Man, watch out!"

He found the perpetrator to be an octo-bot, and he quickly kicked it off. But another came and clamped on to his arm, and a third seized him around his ribcage. He realized that half of the robots pouring out of the water were fighting his friends as the rest were splitting off and targeting him. While he was distracted, Doctor Octopus tore free of his bondage and knocked Peter off his back, right into the sea of octo-bots. Their devious tentacles hooked and gripped and coiled around every part of his body, leaving him terribly claustrophobic and completely immobilized. There was just enough space between the robots swarming on top of him for Peter to see Ock snapping the ends of one arm together to stab through his stagnant form.

He lunged. The sound of flesh being pierced rang in Peter's ears. But no pain followed, and Spider-Man opened his eyes to find the three deadly prongs sitting mere inches from his chest. They were dripping with blood, and tangled in a mess of body mass and internal organs. The silhouette of a red figure stood over him, octo-bots hanging off either of his arms.

"Good golly gee! Death by _impalement?_ For a cephalopod who's supposed to have three hearts, you're awfully rude."

Peter felt his stomach turn inside-out. "W-Wade?" he stammered, white as a ghost beneath his dark mask. Thick, crimson fluids were pouring from the mercenary's punctured body—more than just blood—and pooling at their feet. It was like something out of a horror movie. He grinned cheerfully at him over his shoulder.

"Don't worry, broski! I won't let the ugly Oswald stick yah!"

Spider-Man and Doctor Octopus both flushed green. "You…you're a freak," Octavius said bluntly. "Even more than he is. But no matter. His death is not something you can prevent."

The tentacle jutting out of Deadpool's body lurched forward and seized Peter by the waist, drenching his torso with slimy, sickening warmth. He choked down a gag as he was ripped from the octo-bots' grasp, and Octavius scaled the wall of the building by the street.

"I'll kill you. I'll tear you apart for the whole city to see. Then they'll know," he heard him murmur maniacally under his breath. They approached the roof, and as the arm clutching Peter dangled towards the earth, Wade's punctured body slipped down the length of the tentacle and squished against him.

"This is not going how I imagined," Deadpool admitted, trying to scoop his organs back into the gaping cavity in is stomach. "Except for the part where you're unintentionally spooning me."

Peter was too distracted by his approaching doom and the entrails spilling over him like hot spaghetti to care about that part of their predicament. "Oh God…h-how are you—? I th-think I'm gonna p-puke…" He grappled at the prongs shakily, trying to pry himself free, but his hands kept slipping across the slimy metal, which was greased with Wade's blood. "We've g-gotta…I can't break his hold."

"Oh! I think I've got something that will!" Deadpool reached down to his utility belt and retrieved a round object from one of the pouches. With one quick movement, he ripped out the pin and flicked off the cap. "How 'bout a hand grenade?"

Spider-Man's eyes went wide. "W-what? _No!_ You're going to blow us up!"

"Whoops, too late! Fire in the hole!" Deadpool exclaimed, then chucked the bomb at the back of Doctor Octopus' head. Right as he rounded the crown of the tower, the grenade went off, showering Peter and Wade with painful heat and sending Octavius flying. His grip didn't falter, however, until all three of them had flipped over the rooftop and smashed through the wall of a neighboring building. Spider-Man tumbled to the floor and crashed into a rock-hard surface, his brain throbbing dazedly. Feet scattered away from him with a choir of screams, and plates shattered against tile.

"Ugh…my head," he grimaced, grasping the rail above him and pulling himself upright. _Well, at least my aching skull is distracting me from my unsettled stomach._ He swiped the gooey blood off his chest with a nauseous cough, then blinked around the room groggily.

They had fallen into a very small restaurant with colorful decor and mariachi music blaring overhead. Terrified diners and waiters gawked at the strange intruders disbelievingly, food still hanging off their forks and in their mouths. Doctor Octopus had smashed into the kitchen, where his arms were wreaking havoc on the next round of entrees.

"Sweet pico and guac, I am in heaven!" Peter heard a voice cry, and turned to see Deadpool sprawled out on one of the tables, rolling in the food like it was snow. The couple seated there looked horrified, and he pointed to the chimichanga the woman held a few inches from her lips. "You going to finish that, hun?"

He took their shrieking and fleeing as a yes, and immediately started pigging out, despite the fact that there was still a hole where his stomach should be. At that moment, Doc Ock came barreling through the salad bar, eyes wild and fists clenched.

"No more, _arachnid!_ No more foolishness or patronization! Show yourself, or I'll kill every soul inside this anemic rathole!"

Hopping on to the counter, Peter scooped up a handful of tomatoes from a bowl and punched them into his face. "Everyone get out of here! _Now!"_

People rushed towards the exits in a mad dash, while Spider-Man fought against the eight-limbed super villain. He snatched a platter off the floor, wove through the snaking tentacles like a monkey through the jungle, then backhanded Octavius across the mouth with it. While fazed, Spider-Man picked him up and chucked him to the other side of the restaurant. His thick body plowed through chairs and tables, and half-eaten food splattered all over his armor. He swooped a tentacle at the skinny hero's legs, trying to knock his feet out from under him, but Peter jumped over it and stuck to the wall above Ock's head. He rammed his heel into the back of his neck, and Octavius face-planted into the ground. He sprung on to his back, took hold of one of the arms, and pulled with all his might. With a metallic shriek and a jarring pop, the tentacle tore from its roots, and Doctor Octopus screamed like he had ripped his actual limb off.

"N-no! Not my arms! Aagh!" He rolled rapidly on to his stomach, slammed a tentacle into Peter's ribs, and pinned him to the wall with the claw over his hand. Before Spider-Man could wrench himself free, a second arm came flying and stabbed its prongs into his shoulder, and he cried in agony.

"This is what you get! This is what you deserve, boy!"

"W-why are you doing this?" Peter asked pleadingly. "Seriously, Doc! What will you get when this is over with? What'll this accomplish? There's nothing to gain, no prize to win! You're just senselessly hurting people, with no reason whatsoever!"

His cold glare transformed into a sinister smile. "Nothing to gain? How about _payback?_ You'd know all about that, wouldn't you, _hero?"_ He twisted the claw buried in his skin, and Peter threw his head back with a weak scream. "Do you know how long the world has cast me aside, treated me like dirt, disregarded my genius? Now, they won't have a _choice_ but to worship and fear me. They will finally see the real Otto Octavius—as he _deserves_ to be seen—and Hydra, you, and your little team will be nothing but a memory trampled in the dust of time. This is real power, Spider-Man: the power of my unparalleled mind. And I'm going to use what it created to destroy you. Say goodbye to your pitiful life and purposeless— _aaagh!"_

Deadpool stood on his shoulders with red bottle gripped in his hand. "Yummy yummy! How does _el salsa diablo_ taste when poured directly into your eyeballs? I'd guess just about as good as a condom dipped in sulphuric acid!"

"Gaaah! My eyes! My eyes!" Doctor Octopus stumbled backwards blindly, gripping his face in his hands. Peter fell from the wall with a groan, Deadpool landed beside him, and they both watched their enemy screech and stagger around the restaurant. In the haze of his pain, Spider-Man eyed a large light fixture dangling overhead, and he tapped Wade on the leg.

"Sword," he said haggardly, holding out his hand.

"Sword?" Deadpool repeated, handing him one of his katanas. "Ooh, are you gonna cut his butt off?"

Without answering, he titled it over his head and flung it at the ceiling. The blade sliced cleanly through the chain, and the chandelier dropped. The crash was startling, and Doctor Octopus shrieked. When the air settled, and the mariachi music was audible one again, their great enemy was found sprawled across the floor, trapped beneath the spiky decoration, groaning. Peter dragged himself to his feet, holding his bloody shoulder sorely, while Wade scoffed at his side.

"Eh, not quite as cool, but I'll take it." He munched on a handful of chips as the yawning hole in his torso slowly began to close back together. Not wanting to risk anything, Spider-Man walked unsteadily to where Doctor Octopus lied and swung a punch to his temple, knocking him out. He followed by singling out the three remaining arms tangled in the chandelier and pulling them out of the harness on his back, one by one. By the last tentacle, he was shaking with effort, and when he finally ripped it free, he stumbled to the floor along with it. He was too tired to care, and allowed himself a moment just to lay there, panting heavily, his many wounds aching as they fought to heal. And in the strange, dark atmosphere of the restaurant, with the weird music overhead and the whirring police sirens just outside, where no other adversaries were left to try and kill him, the realization slowly began to settle over his exhausted mind.

They…had done it.

"Peter?"

Swallowing painfully, he opened his eyes to see Wanda standing over him. She was covered in dirt, scrapes, and dried blood, but nothing that looked too serious. She lifted the tentacle off his chest, and Black Cat knelt beside him and snaked an arm around his back.

"I'm— _ouch_ —I'm okay guys," he assured them, wincing a little as he sat up. He glanced between them surprisedly. "What happened with the bots?"

"They all just kinda died a few minutes after you guys were blasted away," Daredevil explained, gripping his side with a pained expression. "We tore 'em all to bits just to be sure, though."

"The cops are gathering up the remains, along with all the baddies," Cat told him while prodding at a cut under her eye. "We should probably get away from here before they start asking questions."

Suddenly alarmed, Peter shook his head quickly. "No way. You can't trust the police. They're being paid off by Fisk. They'll just transport them to some secret base, and this whole mess will start all over again. We've got to take them somewhere secure ourselves, or get them to some cops who we are absolutely _sure_ are—"

"I am," Matty interrupted him. "Trust me, kid. I called ahead to the 15th precinct. I have faith in the detective who operates there. His team will get these guys into whatever supermax hell they need to be in." He smirked slightly. "And I read all their heartbeats, just to be sure."

At that moment, a flood of policemen came pouring into the restaurant. One of them, with a shiny medal strung around his neck, gave a discreet nod to Daredevil, who returned in curtly. "Get this freak outta here and load him in the truck," the detective ordered. The four of them moved to the side as the officers took hold of the fallen doctor and dragged him across the tile and out of the diner. His hands and feet were cuffed, and his limp body was loaded into the flashing vehicle. _Huh. Guess that's a relief,_ Peter concluded with a sigh. When the doors were sealed and locked, the truck sped away, along with five others. He assumed the oversized load one was carrying the Rhino. And, just like that, the Sinister Six were gone. The war was done.

Peter switched his gaze back to his team, and his eyes bounced between every one of his worn-down, battle-scarred friends. They had bloodied their fists and risked their lives, all for him. "I can't—I can't even put into _words_ how grateful I am for you guys' help," he told them earnestly. "I would've died if you hadn't been here."

"Yeah, probably," Daredevil grinned.

"Most definitely," Wanda agreed.

"I _tooold_ you," Wade snapped, crossing his arms over his chest like a sassy mother.

Black Cat shrugged. "Well, what did I tell yah, spider? You have a lot of people on your side, even if you don't know it, so it's okay if you need help. You don't have to fight your battles alone."

Chuckling softly, Peter offered them a genuine smile through his mask. Then, like an icy rock dropping into his stomach, he recalled the stinging loneliness he had felt at the beginning of the battle, and its devastating origin. The Avengers—his friends, his _family_ —they...they were gone. Under no miraculous circumstance that his mind had tried to conjure could they could have survived that, no matter how vastly he stretched. In an instant, his joyful relief crumbled into nothing, and the elation their victory had granted him vanished from existence. He couldn't make himself go there, he realized. He couldn't see their bodies. What were the last words he had shared with all of them? What was he going to do now? What was he going to tell Fury, and Bruce, Coulson, the _world..._?

And that's when it struck him: this war wasn't over. Not yet. Not while the true culprit to all the death and suffering was still out there somewhere. Wilson Fisk was the think tank behind Hydra, the Sinister Six, and all of the corruption plaguing the shadows of New York. He was the real reason his friends were dead. If he wasn't exposed and brought in along with the rest of his evildoers, the horrors would never cease. Spider-Man had to find him. He had to confront him. He had to face him, and end him, once and for all.

Feeling himself suddenly grow hot with a familiar mixture of anger, pain, and despair, Peter turned to Wanda. "Hey. You worked for Fisk for a while, right? Do you know any places that he could be hiding right now?"

At the mention of his name, Wanda's face darkened uneasily. "Um...I am not sure. He has many secret safe houses, in and outside of this city." Then she painted on a smile. "But can we worry about that later? It is so late, and we should not spoil the great feat we have accomplished tonight."

"I know. But do you have any ideas that I can look into, for later?" It felt like his rage was injecting strength into his muscles, reawakening his tired senses.

"He buys lots of condemned buildings to do his dirty work in," Matty thought out loud.

"I've been to at least seven different locations that move and handle his operations' blood money," Black Cat chimed in.

"He has a really freaking fancy apartment a few miles away from here."

Peter, along with the rest of them, turned quickly to look Wade.

"What?"

Deadpool twirled his finger in the air. "Yeah. _Huge_ apartment. Probably one of the most expensive in Hell's Kitchen. See, when this unknown number first started contacting me and offered me an _insane_ amount of money to knife a few guys in the knapsacks, I got a teensy bit suspicious, so I traced one of the calls to make sure this dude wasn't yanking my tator tots. And, what do you know, I showed up at the location, and there he was: big, white ass sitting inside this _mansion_ , plopped down at an enormous dinner table, sucking on a silver spoon, as happy as could be. Dude's hiding in plain sight—hardly hiding at all, really."

Peter blinked. "Are—are you serious? You have an exact address?"

"Totally! It's right at 500 west and 53rd street, apartment 7B. The door's got this really tacky but also kinda homely-ish gold trim around the edges. I had to maim, like, nine doormen just to stand by it."

"Oh," Black Cat exclaimed. "That's helpful."

"I've got to get this to Mahoney," Daredevil stated. "But first, we've got to find a way to trace everything that's happened back to him. I'll meet up with my legal team tomorrow, then let you guys know when we can make our move."

"Oh, yes! Perfect! I love these kinds of never-ending, crime boss-cracking, ass-twisting group things! What should we call ourselves? Spidey Doo and the Mystery Gang? The Toast-Busters? Cinco de Die-o? The Fantastic Five?"

"That works," Spider-Man said quickly to Matthew, then walked towards the large hole in the side of the restaurant. His body felt like it was bursting with an almost artificial type of energy, despite the exhaustion he swore was still present deep inside his bones. "Thanks again for your help, all of you. Sorry for getting you tangled in all this mess. Get yourselves patched up, and get some sleep."

The four of them watched the dark hero stagger out on to the sidewalk, rubbing absentmindedly at his shoulder. "No problem," Daredevil called. "Just be sure to take your own advice, kid."

"Today's been ridiculous, and we're all in need of one hell of a catnap."

"Don't worry, sweetheart! I won't let him gobble you up! One way or another, we'll finish that blubbery bastard off like a cheesecake!"

"This war will be over soon."

Peter stopped in the middle of the street, his blood feeling hot and powerful as it rushed under his skin. The air was heavy with overlaying sounds, buzzing lights, and dissipating smoke. It seemed, at that moment, that the symbiote was feeding off his poignant emotions, and returning the energy back into his system tenfold. He never felt stronger since it had bonded with him than when he was angry, and he had never felt such passionate anger with it enveloping his flesh until now. But rather than looking to his new friends for comfort in the wake of his loss, or swallowing down the rage so that it would not steer his mind and body, he felt it begin to consume him. And slowly, unknowingly, for the first time since accepting its power, he allowed it to happen.

The night was still young to a monster that never slept. Without a second thought, the black creature aimed its arm at a far-off tower stretching into the empty sky, and a line of webbing fired from the top of its hand.

"Yes. It will be."

* * *

 _ **Uh oh. Not good. If you actually made it to the end, congrats! Writing this was so fun and painful at the same time**_

 _ **I knew I had to get this chapter out today, because tomorrow I'm going on a mission trip to Haiti! (I'm lowkey scared so prayers for me please!) I got like mortally sick the last time so hopefully that doesnt happen again lol. And like right after that I'm going on a church retreat to colorado so even more time away from my story daaarn but hey for a good cause so yay :)**_

 _ **Hoped you somehow enjoyed this ridiculous chapter! I'll get to work on the next one asap! Thanks again for all your support! You guys are amazing :,) I just finished watching Finding Dory and I'm so emotional I need to go cry now...and pack. AND LOOK AT TOM HOLLAND SPIDEY PICS AAHH OKAY BYE LOVE U BLAH**_


	23. Chapter 23

_Disclaimer: "You will never be satisfiiiiiiiiiied"_

 ** _Geez I haven't written a chapter for this in forever. Mainly because my other story is more fun to write :P (Spider-Ling, Spider-Boy, Spider-Man). But I've been adding to this for months now and finally finished it. It made me kinda sad. :( so enjoy I guess lol_**

* * *

 _Chapter 23_

Four men stood outside of the door. It was silent except for the distant sound of metal rhythmically bouncing and grinding together. It was a night like any other, although this time their guard duties had been extended into much later hours. They yawned and blinked their eyes sleepily, rolling their shoulders and drumming their fingers against the stocks of their guns.

The tranquil stupor was suddenly shattered by the sound of a window breaking. Startled, the men ran down the hallway and dispersed into the open space, eyes darting in every direction. The spotless glass that once abounded one wide wall of the room had been ruined, with a jagged hole yawning directly into the black sky and glimmering shards scattered across the marble floor. The guards glanced warily around the suite, but there was no intruder in sight.

"Who did this? Show yourself!"

 _Wham!_ A foot came swooping from above and kicked one man in the temple. He toppled to the floor with a strangled groan, and the attacker leapt off the ceiling and pounced on the guard standing behind him, tearing the rifle from his fingers and slamming a fist into his nose. Gunfire began to pop from the two remaining men sporadically, lighting up the dark room with bursts of sparks and puffs of debris. But the shadowy enemy was too fast for them, and they felt something snag on to their feet before their legs were ripped from underneath them. As soon as they hit the ground, layers of thick, sticky goop were sprayed over each of their bodies, and they were immobilized.

The muffled moans of the guards carried quietly through the apartment. The black figure stood among the men, breathing slowly, taking in the details of the room he had invaded. The style was modern and expensive, with very little color outside of the monochromatic pallet. Dull paintings hung on the walls, abstract sculptures sat atop the mantel and between the luxurious furniture, and a long table stood in the center of the dining area, right beside the wall of windows. A glistening chandelier dangled above the dark wood, casting spots of light across its surface. As far as New York City apartments went, the place was a damn mansion.

 _He looms over the city in his fancy castle and watches our people suffer from high above,_ he thought lividly, _like some kind of twisted dictator._ While actively committed to destroying people's lives, Fisk was living in the lap of luxury. He wasn't even hiding. It all made Peter sick.

The far-off sound of metal pinging together met his ear. Wordlessly, Spider-Man snatched up one of the guards and marched down the long hallway, drawing closer to the noise. At the end, he found a door, and kicked it down like a domino.

The entrance opened up into a wide room. The door tore from its hinges and clattered down the small staircase that led to the floor. Inside, the chamber was found to be an impressive workout space, with every kind of intimidating gym equipment one could imagine. There were dumbbells dotted along the ground and stacked on racks in rows that were bigger than his head. A full boxing ring with gloves and helmets at the ready sat on his left. Treadmills, bikes, ellipticals, and other machines were organized on his right. And lastly, in the center of it all, was a large bench press station. Weights the size of monster truck tires were hanging off the rungs, and an enormous figure was laid back on the seat. He was lifting a barbell that was bowing in the middle, grunting with effort. The weight hanging off either side must have weighed at least five times as much as Peter did. The metal hit together after every rep, making a shrill pinging noise that caused the symbiote crawl along his skin.

Despite the ruckus he had caused, the large figure took no notice to his presence, and continued his regime unfazed. Spider-Man stepped down the staircase and strode a few paces forward, then slung the guard to the ground in front of him. The man whimpered feebly.

"If you're going to have my friends killed before cozying back up in your damn penthouse, you should've hired better guardsmen."

With a strained huff, Wilson Fisk dropped the weight back on the rack, then slowly sat upright. He mopped the sweat from his forehead with a towel, then smiled at Spider-Man calmly.

"I didn't have your friends killed. The Sinister Six are not a part of Hydra."

"But _you_ created them," he growled threateningly. "You gave them the money and the cause. You're the one who's been orchestrating all the horrors that have plagued my life and my city. And for _what_ —your own demented amusement?"

The Kingpin stood, rising like a giant from his dungeon. Peter swore he hadn't been this big the last time the two of them had met face-to-face.

"It's quite rude for a boy such as yourself to break into my home unannounced and start throwing wild accusations at me. I am a human being, just as you are, with convictions and motives." His muscles bulged like boulders beneath his thick flesh. All this time, Spider-Man had assumed his monstrous body mass consisted of nothing but Funyuns and blubber. "And to blame all your problems on me is unwarranted," he continued. "What about all the sacrifices I've made to _help_ you, Spider-Man?"

"Yeah. Sending your attack dogs after me, killing innocent people without a second thought, creating some freak underground base to distribute drugs, weapons, terrorists, and trafficked humans around the city, forcing good people to do your dirty work through blackmailing and bribery, taking me and my friends prisoner, torturing us." He fists curled at his sides. "Clearly all things meant to _help_ me."

"Precisely. Everything done to prepare you for the coup de grâs."

"And what exactly might that be?"

Wilson Fisk took a long drink from his water bottle and stood in front of the mirror, which encompassed the entire back wall of the room. He stared at his reflection with a glazed expression.

"As I'm sure you're aware by now, I am a man who meticulously seeks power. Power over others, power over authority, power beyond what I had operating as a simple crime lord. Power in every form, phase, and accessibility. Power over anyone I want, or any _thing_ I want."

"Shut up!" Peter cried suddenly. The outburst came from a mixture of his own anger, and that which seemed unnaturally potent and foreign. "Just _shut up!_ Do you know what your stupid quest for power has done to us? What it's turned us into? Look at what your arrogance and carelessness has created!" He strode closer to him, muscles coiled beneath his flesh. "What will having all this power accomplish? You'll never be satisfied. It will never be enough. All your incessant power grab has done is brought _us_ to you. And now it's time you _faced our wrath."_

To his surprise, a wide grin spread across Wilson Fisk's face, followed by a booming laugh that broke from his throat. The beastly man turned on him. "That's where your wrong, Spider-Man: _you_ are enough. Your power is enough to satisfy me. You, and my precious gift. You are my untamable weapon, my _monster."_

Peter stopped in his tracks suddenly. He narrowed his eyes, then cocked his head to the side. "What do you...what are you talking about?"

 _"You,_ Spider-Man. You, and my venomous symbiote."

Spider-Man went stiff with sudden unease. His eyes wandered down to his hands, which had rectangles of white on the tops contrasted against the inky black. He didn't remember those being there before.

"That's it, isn't it? You're wearing it—or rather, _it's_ wearing _you._ It's bonded with your body, and now it has you."

Anxiety crept into his throat. Peter remembered when Fisk had tried to feed him to the symbiote after his first fight with the Six, how he'd said it would turn him into a monster, and how insanely terrified he had been. But...it hadn't. He wasn't a monster. He was still himself, only stronger. It hadn't hurt him or changed him in any way. It _hadn't,_ right? He could feel the black suit moving against his skin at that moment, and he swore he could hear, like a far-off echo, a voice whispering somewhere deep inside his mind. A chill crawled up his spine, and he subconsciously strained to clear his head.

"Y-yes, we're bound together. But you—you were wrong about it. It's hasn't done anything but made us—I mean _me_ —powerful enough to destroy Hydra, the Six, and you."

"And it is your desperate belief in that lie that further affirms my desires. You forget, boy: I conducted experiments on the symbiote before it came into your possession. On the subjects it didn't consume, the symbiote took control of their bodies, and replaced their minds and morality with its unquenchable hunger for power. True, some hosts took it longer to overcome, but in the end, the monster's will always prevailed." He shook his head in pained amusement. "Don't you get it, Spider-Man? You are the symbiote's _host._ It is a _parasite:_ leeching off your life force, infecting your mind, influencing your judgement. You're slipping, just like all the others did. It's only a matter of time before it claims full control over you, transforms you into a killing machine, and satisfies my thirst for power by granting me the greatest of all biological weapons."

Peter scowled crossly. "You're wrong. You're lying. And even if you weren't, why would you target Spider-Man, when you could've bonded it to someone much stronger, like the Hulk or Thor? Wouldn't that make more sense in your demented, power-hungry mind?"

The Kingpin grinned knowingly. "The creature has a history of rejecting hosts if it detects that their wills are stronger than its own, and soon abandons them, if it doesn't eat them. It also seems to have a particular attraction to you of all people. And seeing that you and the symbiote share the same blood, I assumed you were destined to be the host it would permanently bond to. And, I must admit: I harbor a certain hatred against you after all you've done to destroy my good work. I've waited a long time to see everything you are and everything you love crumble away because of your juvenile arrogance."

After dwelling on this for a moment, he scoffed under his breath, trying to sound unfazed. "Do you seriously expect me to believe anything the 'Stay Puffed Marshmallow Man' has to say? Just because you like to put off this dull, omniscient villain vibe doesn't mean you can throw a bunch of wordy BS my way and lie through your wine-stained teeth without me catching on. You tried to destroy me by giving me the symbiote, but instead you only made me more capable of taking you down. Now you're just trying to trip me up, because you've realized just how _royally_ you've screwed yourself. And if you seriously think I'd _ever_ do anything that brings a smile to your flabby, pompous face, you've clearly lost your grip on reality."

"And this, right here, little hero," the towering crime lord sneered, "is what grownups call _irony._ Because you _have_ been doing my bidding. You already are. You still are at this very moment. And you will continue to, without even realizing it."

Spider-Man stared The Kingpin down with a gaze as stony as a statue. His hands flexed at his sides, then slowly curled into fists. _Look at him grin, Peter. Listen to him mock us. He's hurt so many people. He killed your friends. He underestimates our power. It's time for us to end this. Let's do what we came here to do, together._

The voice had returned to his head, but he didn't make an effort to repress it this time. Peter exhaled lividly, gritted his teeth, then charged. He was across the room in an instant, leaping into the air with his fist cocked behind his head, seconds from delivering a devastating punch to his fat face.

Before his knuckles could meet their mark, however, Peter's spidey sense exploded inside his head. In the same instant, an incredible force crashed into his body, and he felt himself go flying sideways straight into a rack of dumbbells that spilled over him boisterously. Aching, shaking, and shocked, he gingerly dragged himself from the pile and stared up at The Kingpin, whose palm was held out, perpendicular to the floor. Did he just... _backhand_ them across the room?

"Is that all you've got, boy?" the monstrous man jeered, dusting himself off. "Perhaps I was wrong. Maybe the symbiote chose its host poorly. Prove to me that you're worthy of its power, and worthy of my ownership."

Anger seized him in a vice, and he flung the weight from his body then bolted towards him again. Fisk wound his arm back for another powerful strike, but Peter was ready this time. He ducked under his barreling fist and somersaulted between his legs, then popped up behind him and kicked him the back. The Kingpin stumbled forward from the blow, catching himself on a treadmill, then whipped around with the machine in his hands, flinging it straight at Peter's head. Spider-Man spun out of the way, flinching as it hit the boxing ring behind him with a crash, and fired a web-line to the ceiling. Locking his legs in front of his body, he swung himself at the monstrous man full-force, ramming his heels into his chest. When that hardly budged him, Spider-Man sprung off and fired a glob of webbing over his eyes, then whipped his legs at the back of his knees. Despite being blinded, Fisk anticipated his movements, and seized him by the ankle before he could knock him down.

"Your fighting pattern is growing sloppy. You're slow and predictable. You cannot win this while you're still battling for control."

Effortlessly, he chucked him like a rag doll across the room, and he slammed into the wall, leaving a crater in its surface. He slid to the floor with a moan, dropping to his hands and knees.

"On the outside you are fighting me, but on the inside you are fighting _it."_ He tore the webbing from his eyes and flung it aside. "Stop fighting it; let it consume you entirely. That is the only way you'll ever be able to defeat me."

Panting heavily, Spider-Man hooked a thread from the top of his hand to a medicine ball and whipped it at The Kingpin's face. He dodged it with ease, but Peter didn't stop. He snagged an iron plate and threw it, then a barbell, then a chair. Objects were flying at Fisk in a ridiculous frenzy, and he quickly found they were coming faster than he could move. He jerked and ducked with sudden alarm, then winced as a bench skidded into his knee. An elliptical bounced off his shoulder, and a shoe pegged him in the forehead. Yelling with rage, he threw strategy to the wind and barreled forwards through the rain of miscellaneous projectiles, knocking them aside with his bulbous arms. Just as he reached the crumpled figure on the ground, seconds from snapping his scrawny neck, Spider-Man suddenly leapt to his feet. Like a speeding bullet, his fist swung and slugged him straight in the jaw. Teeth and blood flew from his lips, and he tottered backwards on his heels, stunned. Peter fell back to the floor, struck with sudden dizziness and exhaustion. He hadn't rested at all since his fight with the Six, and it felt like the symbiote encasing his half-dead body was not helping him as much. Every movement was pushing his overworked flesh closer to the brink, every attack was driven by a power that was not his own. He was starving, sleep-deprived, and shivery with exhaustion; if not for the black suit providing what little strength it was giving to his muscles and _making_ him fight back, he doubted he'd be able to move. Rage not entirely his own had brought him here, and that same rage was barely keeping him in the battle. The Kingpin gingerly wiped the back of his hand across his mouth, then grinned.

"Good," he hissed through his bloody teeth, "but not good enough."

His meaty knuckles flew towards the sable hero, but Peter managed to roll out of the way. His hand crashed into the floor, and Spider-Man sprung at him while he was vulnerable, aiming another artificially-powered punch at his head. But to his disbelief, Fisk caught his flying fist in the palm of his opposite hand, and he felt his wrist crack beneath his crushing hold.

"Your will is stronger than I imagined, but your body isn't. How unfortunate."

Peter swung his leg at his stomach, but he blocked it with his forearm. Then, yanking him forwards by the wrist, Fisk cocked back his hand, balled it into a fist, and let it fly. The punch struck his eye: blunt, dizzying, and leaving him reeling for consciousness. It hit him again, then again, then again. Then he was thrown, and a stack of weights toppled beside him. He whipped his foot out of the way of one, but a second landed on his hand, and he felt the bone snap. He cried in pain and frantically threw the weight off with his left, unable to turn his wrist, move his fingers. Before he could regather himself, something seized him by the throat, and he was lifted furiously off the floor.

"Is this the same hero who's caused me so much trouble over the past year? Who defeated my chimeras, turned my own pawns against me, ripped Hydra from the shadows, and dismantled my Sinister Six?" The Kingpin's sweaty, vicious face glared down at him, red with anger, thick as a bowling ball. He picked Peter up like a weightless fishbone and held him carelessly above the ground. "Now look at you. Pathetic."

Spider-Man tried to move, but found that he couldn't. The symbiote wasn't helping him anymore. In fact, it felt like it was _fighting_ him—keeping his legs immobile, his arms stiff. When the hero did nothing to try to escape, Fisk slammed his body into the wall, cracking the mirror and making him gasp.

"What's the matter with you? You're supposed to be my ultimate weapon! Fight back!"

His body was frozen. The black suit was holding him still. Why? Was it trying to kill him? Or was it—oh gosh. It was...making him choose. Forcing him to decide. Death or submission? Destruction or surrender? No! He couldn't!

"You're weak! Give into the symbiote's power, or die!"

 _You're weak. We are not. Give into us, Peter._

 _No! Let me go!_

Fisk wrapped both of his monstrous hands around Peter's throat. The strength of his hold was staggering, and Spider-Man gagged.

"After all you've done, this is how you face me? Lifeless, spiritless, powerless?"

 _Give into us. Let us animate the venom inside you. Give into us._

 _S-stop! Please!_

"I'm astounded by your lack of passion. Your complete indifference!"

The shattered glass was cutting into his back. He couldn't breathe.

 _Let us take control. Let us have the power. Let us be your Venom._

 _No...no..._

"Is this how you plan to avenge them? All of your precious little friends—the ones that I took from you? The ones I had _murdered?_ They must be so disappointed in you."

His blood suddenly ran cold in his veins. An icy claw curled around his heart like a serpent. The rage, pain, and sadness all knotted up inside him seemed to unfurl in that instant. It flowed freely through his system like poison, feeding the symbiote and making it writhe. It was too much. He couldn't fight it any longer. The transformation happened before he could fight it, and Peter's conscience was consumed.

At that moment, The Kingpin felt the black slime begin to stir and ripple against his hands as he suffocated the young hero. "W-what the...?" he stammered in surprise. It was...growing. Expanding. Bubbling up like living tar. Suddenly startled, he relinquished his hold and jumped backwards, and Spider-Man fell to the ground, bent over himself as if in agony. The black sludge began to swell off his small frame, bulging into thick muscles, monstrous hands, massive legs. In seconds, the size of his body had doubled, donning the shape of something out of a horrifying fever dream. It was unlike anything Fisk had ever seen. The figure was screeching, but it didn't sound human. As the disturbing metamorphosis ceased, he watched as the newly-formed creature slowly staggered to its feet, swaying like a zombie, looming like a monster. It lifted its head, revealing the wide, soulless eyes stretched across its face, and broke into a sinister grin. A snakelike tongue scissored between its jagged teeth, and the beast opened its fleshy maw to release a bloodcurdling scream.

"My God," Fisk breathed in disbelief. "I've...I've done it. I've done it! Look at it you!"

The dark monstrosity heaved raspy breaths as it stood upright, hissing viciously. The Kingpin laughed in delight.

"I've finally done it! You're mine now! Spider-Man is gone, and you're my ultimate weapon! My Venom! I knew it was only a matter of time! You're finally mine!" He smiled hideously. "No pathetic hero will ever stand against me now. No one shall ever deny me of my desires. No more Hydra, S.H.I.E.L.D., or Sinister Six to hold me back. With you fighting for my cause, I will be _unstoppable."_ Wiping a hand across his lips, Fisk strode up to the towering figure, then pointed to the door with a cackle. "Go! Show me and the world your true power! Kill everything in your sight!"

For a moment, the beast did nothing. Its eyes seemed to stare through him rather than at him, and its hands flexed at its sides. Slowly, the creature's teeth slid apart, and a long tongue flickered out to taste the air, saliva dripping off the tip. Then its gaze locked on him, and the monster shrieked with rage. Fisk flinched back quickly, blinking.

"Hey! Do you not understand? I am the one who led you to Spider-Man, and now you are to obey me. So do as I command! Wreak havoc across this city so I can reform it in my own image!"

But the black scourge wasn't listening. It finally had what it wanted, and now it was time to exploit it. With a hiss, it lunged at The Kingpin—much too fast for him to dodge. A crushing punch in the chest sent him flying into the stairs across the room, and he sprawled to the floor, the wind knocked from his lungs. Not a second later, the creature was upon him again, and it grabbed him by the leg and hurled him into the wall as if he were a helpless child. Falling to the ground, the large man wheezed feebly, his head spinning.

"S-stop! I made you! You are _my_ weapon! I'm going to transform the world through you!"

Screeching, the dark monster barreled at him and raked a claw across his chest, spraying the carpet with blood. Fisk cried in pain, but his voice was cut off by a hand clenching around his throat and bashing his face into the ground. The assault was without thought, hesitance, or the smallest hint of mercy. Sputtering and gurgling in shock, he flipped on to his stomach and tried to crawl away, desperate to escape his attacker. He had hardly made it an inch before a foot swung into his side, and he skidded into a table that clattered on top of him. Fisk moaned through the blood in his throat as feet pounding against the floor approached, and his momentary shelter was knocked to the side. The demon lifted his thick, battered form from the ground and began punching him, over and over, unrelenting, nonstop. The world melted into a spiraling cesspool of red, and the only thing he could hear was the monster's screams and the cracking of his bones. Then he was thrown, and his broken body crashed on top of a bench press. He lied there, gasping, a crimson puddle forming beneath him. The ceiling fan hanging overhead seemed to spin in slow motion.

A mountainous shadow slowly descended over him. He could make out a pair of empty eyes and a mouth of jagged, devilish teeth. A long tongue lolled between the fangs and slithered just above The Kingpin's face, curling and twisting like a snake. He felt the monster yank him upright by his shirt, and watched as a thick, deadly dagger unsheathed from its wrist. The razor-sharp projectile was nearly a foot in length, and the beast aimed the point towards his chest.

"D-dammit. I suppose this is what I should've expected," Fisk chuckled painfully, spitting a glob of blood on to the floor. "Look at you. You're exactly what I wanted."

The black creature hissed, then raised its arm behind its head.

"By k-killing me, the transformation will be complete. Spider-Man will be gone for good, and all that will be left is Venom. My perfect, murderous monstrosity." With a smile, The Kingpin closed his eyes and relaxed his body, giving in beneath the creature's unbreakable grip. "So go ahead, Spider-Man. Kill me. You will s-still be doing my bidding. And even when I'm gone, you'll continue to serve me. My weapon, my monster, my Venom..."

A cruel growl rippled in the dark entity's throat. Its slippery tongue dragged across its teeth, and its hand curled into a fist.

But then it froze. Its body went stiff.

 _N-no! Stop it! We can't! I can't! I don't kill people!_

 _We must. We must get revenge for all the ways he hurt us. We must._

To the creature's shock, however, their bulging black muscles slowly began to diminish.

 _No! Let me go you slimy bastard! Give me my body back!_

 _This is what we want. We only want to help._

The hand holding Fisk up suddenly let go, and he collapsed on to the bench, coughing and gagging. The long dagger on its wrist retracted back into its skin, and the sable beast stumbled backwards, shrieking and clawing at its head.

 _I don't kill people! No matter what awful things they've done, Spider-Man doesn't kill people! Now let me go!_

Unable to resist a fully-cognizant Peter Parker, the symbiote begrudgingly retreated back into itself until the towering monster was shrunk all the way back down to a short, skinny teenager. His hands were gripping his head, and he was shaking all over. He was free, but completely wiped. Dazed with blinding exhaustion, he fell back against a chair, barely managing to keep himself from blacking out. The room fell quiet until nothing but the sound of the two men's strangled breathing was audible.

"Spidey?"

The voice had come from behind him. Through the haze hanging over him, Peter recognized who was speaking. He carefully turned towards it, blinking deliriously.

Two men were standing in the doorway at the top of the short staircase. Both were sopping wet. One of the figures slowly made his way to the floor, and his glowing hand fell to the side.

"Holy crap. Are you alright?"

Peter stood up sluggishly, eyes widening in disbelief. His knees wobbled underneath him.

"S-Stark?"

Tony's arm was in a sling and he was dotted with cuts and bruises. The light from the gauntlet covering only his palm fell on the massive form of The Kingpin, which was heaving with ragged breaths.

"Geez, kid, what the hell happened here?"

Spider-Man limped towards him unsteadily, shellshocked.

"You...you're alive? How are you alive? Th-there was an explosion. And the base, I—I saw it flood with water."

The other man, still standing at the top of the staircase, placed a hand on his hip. "I got them out. I was at the other entrance. I had watched the Avengers go down there, and when the water came rushing from the hole, I knew they were all going to drown. So I ran inside and pulled them out, one by one." He ran his fingers through his dripping hair. "They were very hurt and water-logged, so I took them to the hospital."

"But they should be okay," Tony assured him. "Mr. Maximoff here is ridiculously fast. I don't know how he managed to get us all out as quickly as he did."

At that moment, Peter wasn't wondering about the crazy science that had to have been at play for Pietro to rescue the Avengers the way he was describing, or why Pietro had chosen to save them when he had sworn he hated all their guts and wanted them dead the last time he'd seen him. Only one thought was swirling around in his disheveled mind: _My friends...are alive._

"But anyway, what the hell was going on while we were down there? Was it the Sinister Six who blew up the entrance and tried to kill us? How did you manage to defeat all of them? And how did you know that Fisk would be...huh? Uh, kid?"

Spider-Man was lumbering slowly towards him. He was cloaked in the strange black costume and looked like a ghostly phantom from a child's nightmare. His silhouette seemed to blend into the dark background, with the white spider and wide eye-lenses piercing through the shadows. Sudden fear rose into Tony's throat, and he took a nervous step back.

He stopped in front of him. Then, to Stark's surprise, the black material that made up Spider-Man's mask peeled away, revealing Peter Parker's hollow face underneath. He looked pale, bone-tired, and badly beaten. And, to top it all off, his eyes were brimming with tears.

"Spidey?" Tony said confusedly. "What's the matter?"

In response, Peter wrapped his arms around him and went limp. He broke into uncontrollable crying.

"I—I thought y-you..." he wept helplessly. Tears poured freely from his eyes; he couldn't make them stop. "I th-thought all of you were dead! I thought I was alone! I wasn't...I c-couldn't..." Slowly he slipped to his knees and buried his face in his hands. His whole body shook as he was racked with sobs. Stark watched all this unfold bewilderedly, standing stiffly as the kid cried at his feet. This was not at all what he was expecting to face when they found Spider-Man. He had no idea that his presumed death would effect him so profoundly, especially now. He glanced back at Pietro, who shrugged carelessly, then carefully knelt down beside him.

"Hey, hey, it's okay. We're, uh, we're not dead, see? You're not alone. We're all okay. And you're alright. Just calm down for me, will yah?"

When the crying hero wasn't quelled, Tony sat down next to him and gingerly wrapped an arm around his shoulders. Partially to try to comfort him, but also to turn him away from the door. At that moment, an army of S.W.A.T. members came pouring down the staircase. They swarmed around the bench press and gathered up the bloody deadweight that was Wilson Fisk, hauling him with effort to his feet. They restrained him with three pairs of handcuffs and held guns to his back as they forced him towards the exit. Tony Stark pressed Peter's face against his shoulder as one of the men strode up to him.

"Thanks for leading us here. We've been after this one for a long time."

Stark waved him off. "No prob. Just be sure he gets what he deserves." Feeling a bit uncomfortable but unsure what else to do, he gently rubbed at Spider-Man's back, thankful that he was starting to quiet down a bit. "You did good kid, 'kay? This asshole won't be hurting anyone else thanks to you. Even through all the crap you've been put through, you did good. You should be proud."

Peter was too frazzled and too weary to respond. Tears continued to drip down his face, but he wasn't really sure why at this point. He was so overwhelmed.

"We owe you one, Spider-Man," he heard the S.W.A.T. guy say, "for everything you've done tonight. Maybe you aren't the menace everyone always stakes you as."

Then the man turned and joined the group that was leading Fisk out of the work out room. Peter was facing away from the scene, but he had a pretty good idea of what was going on just behind him. The monstrous man was marching between the officers like a prisoner of war, bleeding, bruised, and defeated. It was magnificent. The battle was finally over. The Kingpin had finally been dethroned.

But as he staggered up the stairs, weapons trained on his broken body, blood dripping from his nose, there was something coming out of him. Over and over, rhythmic, almost. Not mindless garble or unintelligible noises— _words_. Four of them to be exact, as if on constant repeat. He whispered them between his torn lips, quiet enough so that only someone with very keen hearing could distinguish them. As the soft-spoken sentence met his ears, fresh tears began to drip down Peter's face, and he squeezed his eyes shut with a shiver.

"Just wait, my Venom. Just wait, my Venom. Just _wait_..."

Tony continued to rub the young hero's back as Wilson Fisk was dragged away.

* * *

 ** _In case it wasn't obvious, I imagined the whole "Quicksilver saving everybody thing" based off that scene in X-Men Apocalypse when he saves everybody from the big explosion in the mansion. Cuz that was badass. Honestly (sorry Pietro) X-Men Quicksilver is like a billion times more awesome than MCU one, and he'd probably be the only one able to pull this rescue off so :P I hope you liked this, I'll tryyyy to update again soon, but I'll probably work on my other story first :) sorry love u guys_**


End file.
